**Exhibit 4-e**

 

**Restated Bylaws of ADC Telecommunications, Inc., as amendedeffective July 30, 2002**

 

 

----

 

**RESTATED BYLAWS**

**OF**

**ADC TELECOMMUNICATIONS, INC.**

**(July 30, 2002)**

 

ARTICLEI.

OFFICES,CORPORATE SEAL

 

                            Section1.01. Registered Office. The registered office of the corporation inMinnesota shall be that set forth in the Articles of Incorporation or in themost recent amendment or restatement of the Articles of Incorporation orresolution of the directors filing with the Secretary of State of Minnesota changingthe registered office.

 

                            Section1.02. Other Offices. The corporation may have such other offices, withinor without the State of Minnesota, as the directors shall, from time to time,determine.

 

                            Section1.03. Corporate Seal. The corporate seal shall be circular in form andshall have inscribed thereon the name of the corporation and the word“Minnesota” and the words “Corporate Seal.”

 

ARTICLEII.

MEETINGSOF SHAREHOLDERS

 

                            Section2.01. Place and Time of Meetings. Except as provided otherwise by MinnesotaStatutes Chapter 302A, meetings of the shareholders may be held at any place,within or without the State of Minnesota, as may from time to time bedesignated by the directors and, in the absence of such designation, shall beheld at the registered office of the corporation in the State ofMinnesota.  The directors shalldesignate the time of day of each meeting and, in the absence of suchdesignation, every meeting of shareholders shall be held at ten o’clock a.m.

 

                            Section2.02. Regular Meetings.

 

                            (a)               A regular meeting of theshareholders shall be held on such date as the Board of Directors shall byresolution establish.

 

                            (b)               At a regular meeting theshareholders, voting as provided in the Articles of Incorporation and theseBylaws, shall designate the number of directors to constitute the Board ofDirectors (subject to the authority of the Board of Directors thereafter toincrease or decrease the number of directors as permitted by law), shall electqualified successors for directors who serve for an indefinite term or whoseterms have expired or are due to expire within six months after the date of themeeting and shall transact such other business as may properly come beforethem.

 

                            (c)               Only proposals to be brought before a regularmeeting of shareholders by a shareholder in accordance with the followingprocedures shall be considered at such regular meeting.  For a proposal to be properly brought by ashareholder at a regular meeting, the shareholder must give written notice tothe Chief Executive Officer, Chief Financial Officer or Secretary of thecorporation so as to be received at the principal executive offices of thecorporation not later than the date determined in accordance with the proxyrules promulgated by the Securities and Exchange Commission under theSecurities Exchange Act of 1934, as amended, that proposals of shareholdersintended to be presented at such regular meeting must be received in order tobe included in the corporation’s proxy statement and proxy for such regular meeting.  Each such notice shall set forth (a) thename and address of the shareholder who intends to make the proposal

 

 

1

----

 

specified insuch notice, (b) a representation that the shareholder is a holder of record ofstock of the corporation entitled to vote at the regular meeting and intends toappear in person or by proxy at such regular meeting to make such proposal, (c)a brief description of such proposal and the reasons for making the proposal atthe regular meeting, (d) a description of any material interest of theshareholder in the matter proposed and (e) such other information that would berequired to be included in a proxy statement filed by the corporation pursuantto the proxy rules of the Securities Exchange Commission with respect to theproposal and the proponent thereof.

 

                            Section2.03.  Special Meetings.  Special meetings of the shareholders may beheld at any time and for any proper purpose and may be called by the Chairmanof the Board of Directors, the President, the Treasurer, any two directors or ashareholder or shareholders holding 10% or more of the voting power of allshares entitled to vote, except that a special meeting called by a shareholderor shareholders for the purpose of considering any action to directly orindirectly facilitate or effect a business combination, including any action tochange or otherwise affect the composition of the Board of Directors for thatpurpose, must be called by a shareholder or shareholders holding 25% or more ofthe voting power of all shares entitled to vote.  A shareholder or shareholders holding the requisite percentage ofthe voting power may demand a special meeting of the shareholders by writtennotice given to the chief executive officer or chief financial officer of thecorporation stating the purposes of the meeting.  Within 30 days after receipt of such a demand by one of thoseofficers, the Board of Directors shall cause a special meeting of shareholdersto be called and held on notice no later than 90 days after receipt of thedemand, at the expense of the corporation. Special meetings shall be held on the date and at the time and placefixed by the Chairman of the Board of Directors, the President, the Treasurer,or the Board of Directors, except that a special meeting called by or at demandof a shareholder or shareholders shall be held in the county where theprincipal executive office is located. The business transacted at a special meeting shall be limited to thepurposes stated in the notice of the meeting.

 

                            Section2.04. Quorum, Adjourned Meetings. The holders of a majority of theshares entitled to vote shall constitute a quorum for the transaction ofbusiness at any regular or special meeting. In case a quorum shall not bepresent at a meeting, those present may adjourn the meeting to such day as theyshall, by majority vote, agree upon, and a notice of such adjournment and thedate and time at which such meeting shall be reconvened shall be mailed to eachshareholder entitled to vote at least 5 days before such adjourned meeting. Ifa quorum is present, a meeting may be adjourned from time to time withoutnotice other than announcement at the meeting. At adjourned meetings at which aquorum is present, any business may be transacted which might have beentransacted at the meeting as originally noticed. If a quorum is present, theshareholders may continue to transact business until adjournment notwith­standingthe withdrawal of enough shareholders to leave less than a quorum.

 

                            Section2.05. Voting. At each meeting of the shareholders every shareholderhaving the right to vote shall be entitled to vote either in person or byproxy.  Each shareholder, unless theArticles of Incorporation or statute provide otherwise, shall have one vote foreach share having voting power registered in such shareholder’s name on thebooks of the corporation.  Jointly ownedshares may be voted by any joint owner unless the corporation receives writtennotice from any one of them denying the authority of that person to vote thoseshares. Upon demand of any shareholder, the vote upon any question before themeeting shall be by ballot. All questions shall be decided by a majority voteof the number of shares entitled to vote and represented at the meeting at thetime of the vote except if otherwise required by statute, the Articles ofIncorporation, or these Bylaws.

 

                            Section2.06. Closing of Books. The Board of Directors may fix a time, notexceeding 60 days preceding the date of any meeting of shareholders, as arecord date for the determination of the shareholders entitled to notice of,and to vote at, such meeting, 

 

 

2

----

 

notwithstanding any transfer of shares on the books ofthe corporation after any record date so fixed. The Board of Directors mayclose the books of the corporation against the transfer of shares during thewhole or any part of such period. If the Board of Directors fails to fix arecord date for determination of the shareholders entitled to notice of, and tovote at, any meeting of shareholders, the record date shall be the 20th daypreceding the date of such meeting.

 

                             Section2.07. Notice of Meetings. (a) Except as provided in Section 2.07(b)there shall be mailed to each shareholder, shown by the books of thecorporation to be a holder of record of voting shares, at his or her address asshown by the books of the corporation, a notice setting out the time and placeof each regular meeting and each special meeting, which notice shall be mailedat least ten days but not more than 60 days prior thereto; except that noticeof a meeting at which an agreement of merger or exchange is to be consideredshall be mailed to all shareholders of record, whether entitled to vote or not,at least fourteen days prior thereto. Every notice of any special meetingcalled pursuant to Section 2.03 hereof shall state the purpose or purposes forwhich the meeting has been called, and the business transacted at all specialmeetings shall be confined to the purpose stated in the notice.

 

 

3

----

 

                            (b)The written notice required by Section 2.07(a) need not be given when themeeting is an adjourned meeting and the date, time and place of the meetingwere announced at the time of adjournment.

 

                            Section2.08. Waiver of Notice. Notice of any regular or special meeting may bewaived by any shareholder either before, at or after such meeting orally or ina writing signed by such shareholder or a representative entitled to vote the sharesof such shareholder. A shareholder, by his or her attendance at any meeting ofshareholders, shall be deemed to have waived notice of such meeting, exceptwhere the shareholder objects at the beginning of the meeting to thetransaction of business because the item may not lawfully be considered at thatmeeting and does not participate in the consideration of the item at thatmeeting.

 

                            Section2.09. Written Action. Any action which might be taken at a meeting ofthe shareholders may be taken without a meeting if done in writing and signedby all of the shareholders entitled to vote on that action.

 

 

ARTICLEIII.

DIRECTORS

 

                            Section3.01. General Powers. The business and affairs of the corporation shallbe managed by or under the direction of the Board of Directors, except asotherwise permitted by statute.

 

                            Section3.02. Board Meetings. Meetings of the Board of Directors may be heldfrom time to time at such time and place within or without the State ofMinnesota as may be designated in the notice of such meeting.

 

                             Section3.03. Calling Meetings; Notice. Meetings of the Board of Directors maybe called by the Chairman of the Board by giving at least twenty-four hours’notice, or by any other director by giving at least five days’ notice, of thedate, time and place thereof, to each director by mail, telephone, telegram orin person.

 

                             Section3.04. Waiver of Notice. Notice of any meeting of the Board of Directorsmay be waived by any director either before, at, or after such meeting orallyor in a writing signed by such director. A director, by his or her attendanceat any meeting of the Board of Directors, shall be deemed to have waived noticeof such meeting, except where the director objects at the beginning of themeeting to the transaction of business because the meeting is not lawfullycalled or convened and does not participate thereafter in the meeting.

 

                             Section3.05. Quorum. A majority of the directors holding office immediatelyprior to a meeting of the Board of Directors shall constitute a quorum for thetransaction of business at such meeting.

 

                             Section3.06. Absent Directors. A director may give advance written consent oropposition to a proposal to be acted on at a meeting of the Board of Directors.If such director is not present at the meeting, consent or opposition to aproposal does not constitute presence for purpose of determining the existenceof a quorum, but consent or opposition shall be counted as a vote in favor ofor against the proposal and shall be entered in the minutes or other record ofaction at the meeting, if the proposal acted on at the meeting is substantiallythe same or has substantially the same effect as the proposal to which thedirector has consented or objected.

 

                            Section3.07. Conference Communications. Any or all directors may participate inany meeting of the Board of Directors, or of any duly constituted committeethereof, by any means of communication through which the directors maysimultaneously hear each other 

 

 

4

----

 

during such meeting. For the purposes of establishing aquorum and taking any action at the meeting, such directors participatingpursuant to this Section 3.07 shall be deemed present in person at the meeting,and the place of the meeting shall be the place of origination of theconference communication.

 

Section3.08.  Vacancies; Newly CreatedDirectorships.  Vacancies in theBoard of Directors of this corporation occurring by reason of death,resignation, removal or disqualification shall be filled for the unexpired termby a majority of the remaining directors of the Board although less than aquorum; newly created directorships resulting from an increase in theauthorized number of directors by action of the Board of Directors may befilled by a majority vote of the directors serving at the time of suchincrease; and each director elected pursuant to this Section 3.08 shall be adirector until such director’s successor is elected by the shareholders attheir next regular or special meeting.

 

                            Section3.09 Committees. A resolution approved by the affirmative vote of amajority of the Board of Directors may establish committees having theauthority of the Board of Directors in the management of the business of thecorporation to the extent provided in the resolution. A committee shall consistof one or more persons, who need not be directors, appointed by affirmativevote of the majority of the directors present. Each committee (except anycommittee established pursuant to Minnesota Statutes Section 302A.243) shall besubject to the direction and control of, and vacancies in the membershipthereof shall be filled by, the Board of Directors. A majority of the membersof the committee present at a meeting is a quorum for the transaction ofbusiness, unless a larger or smaller proportion or number is provided in theresolution approved by the affirmative vote of the majority of the Board ofDirectors.

 

                            Section3.10. Written Action. Any action which might be taken at a meeting ofthe Board of Directors, or any duly constituted committee thereof, may be takenwithout a meeting if done in writing and signed by all of the directors orcommittee members, unless the Articles of Incorporation provide otherwise andthe action need not be approved by the shareholders.

 

                            Section3.11. Compensation. Directors who are not salaried officers of thiscorporation shall receive such fixed sum per meeting attended or such fixedannual sum as shall be determined, from time to time, by resolution of theBoard of Directors. The Board of Directors may, by resolution provide that alldirectors shall receive their expenses, if any, of attendance at meetings ofthe Board of Directors or any committee thereof. Nothing herein contained shallbe construed to preclude any director from serving this corporation in anyother capacity and receiving proper compensation therefor.

 

ARTICLEIV.

OFFICERS

 

                            Section4.01. Number. The officers of the corporation shall consist of aChairman of the Board (if one is elected by the Board), a President, aTreasurer, a Secretary (if one is elected by the Board), and such otherofficers and agents as may, from time to time, be elected or appointed by theBoard of Directors. Any number of offices may be held by the same person.

 

                            Section4.02. Election, Term of Office and Qualifications. The Board ofDirectors shall elect or appoint, by resolution approved by the affirmativevote of a majority of the directors present, from within and without theirnumber, the President, Treasurer and such other officers as may be deemedadvisable, each of whom shall have the powers, rights, duties,responsibilities, and terms in office provided for in these Bylaws or aresolution of the Board of Directors not 

 

 

5

----

 

inconsistent therewith. The President and all otherofficers who may be directors shall continue to hold office until the electionand qualification of their successors, notwithstanding an earlier terminationof their directorships.

 

                             Section 4.03. Removal andVacancies. Any officer may be removed from his or her office by the Boardof Directors at any time, with or without cause. Such removal, however, shallbe without prejudice to the contract rights of the person so removed. If therebe a vacancy among the officers of the corporation by reason of death,resignation or otherwise, such vacancy may be filled for the unexpired term bythe Board of Directors.

 

                             Section4.04. Chief Executive Officer. Either the Chairman of the Board or thePresident of the corporation may be designated from time to time by the Boardto be the Chief Executive Officer of the corporation.  Unless provided otherwise by a resolution adopted by the Board ofDirectors, the Chief Executive Officer (a) shall have general active managementof the business of the corporation; (b) shall, when present, preside at allmeetings of the shareholders; (c) shall see that all orders and resolutions ofthe Board are carried into effect; (d) shall sign and deliver in the name ofthe corporation any deeds, mortgages, bonds, contracts or other instrumentspertaining to the business of the corporation except in cases in which theauthority to sign and deliver is required by law to be exercised by anotherperson or is expressly delegated by these Bylaws or the Board to some otherofficer or agent of the corporation; (e) may maintain records of and certifyproceedings of the Board and shareholders; and (f) shall perform such otherduties as may from time to time be assigned to him or her by the Board.

 

                             Section4.05. Chief Operating Officer. The Chief Operating Officer, if one iselected by the Board, can be either the President or a Vice President.  He or she shall be responsible for themanagement of all of the operations of the corporation’s business and shallhave such other authority and duties as the Board of Directors or the ChiefExecutive officer from time to time may prescribe.  He or she shall report to the Chief Executive Officer and beresponsible to him or her.  He or shemay also execute and deliver in the name of the corporation any instruments ordocuments pertaining to the business of the corporation which could be executedby the Chief Executive Officer.

 

                             Section4.06. Chief Financial Officer. Unless provided otherwise by a resolutionadopted by the Board of Directors, the Chief Financial Officer (a) shall keepaccurate financial records for the corporation; (b) shall render to the ChiefExecutive Officer and the Board of Directors, whenever requested, an account ofall of his or her transactions as Chief Financial Officer and of the financialcondition of the corporation; and (c) shall perform such other duties as may beprescribed by the Board of Directors or the Chief Executive Officer from timeto time.

 

                             Section4.07. Chairman of the Board. Unless otherwise determined by the Board,the Chairman of the Board shall be the Chief Executive Officer of thecorporation and shall preside at all meetings of the directors and shall havesuch other duties, as may be prescribed, from time to time, by the Board ofDirectors.

 

                             Section4.08. President. Unless otherwise determined by the Board, the Presidentshall be the Chief Operating Officer of the corporation and shall supervise andcontrol the operations of the corporation. If an officer other than the President is designated Chief OperatingOfficer, the President shall perform such duties as may from time to time beassigned to him or her by the Board.

 

                             Section4.09. Vice President. The Board of Directors may designate one or moreVice Presidents, who shall have such designations and powers and shall performsuch duties as 

 

 

6

----

 

prescribed by the Board of Directors or by thePresident. In the event of the absence or disability of the President, the VicePresidents shall succeed to his or her power and duties in the order designatedby the Board of Directors.

 

                             Section4.10. Secretary. The Secretary shall be secretary of and shall attendall meetings of the shareholders and Board of Directors and shall record allproceedings of such meetings in the minute book of the corporation. Except asotherwise required or permitted by statute or by these Bylaws, the Secretaryshall give notice of meetings of shareholders and directors.  The Secretary shall perform such otherduties as may, from time to time, be prescribed by the Board of Directors or bythe President.

 

                             Section4.11.  Treasurer.  The Treasurer shall (a) deposit all monies,drafts and checks in the name of, and to the credit of, the corporation in suchbanks and depositories as the Board of Directors shall designate from time totime; (b) shall endorse for deposit all notes, checks and drafts received bythe corporation as ordered by the Board, making proper vouchers therefor; (c)shall distribute corporate funds and issue checks and drafts in the name of thecorporation as ordered by the Board and shall perform such duties as may fromtime to time be assigned to him or her by the Board.

 

                             Section4.12. Removal and Vacancies. Any officer may be removed from his or heroffice by the Board of Directors at any time, with or without cause.  Such removal, however, shall be withoutprejudice to the contract rights of the person so removed.  If there be a vacancy among the officers ofthe corporation by reason of death, resignation or otherwise, such vacancyshall be filled for the unexpired term by the Board of Directors.

 

                             Section4.13. Compensation. The officers of this corporation shall receive suchcompensation for their services as may be determined by or in accordance withresolutions of the Board of Directors.

 

 

ARTICLEV.

SHARESAND THEIR TRANSFER

 

                            Section5.01. Certificates for Shares. All shares of the corporation shall becertificated shares. Every owner of shares of the corporation shall be entitledto a certificate, to be in such form as shall be prescribed by the Board ofDirectors, certifying the number of shares of the corporation owned by suchshareholder. The certificates for such shares shall be numbered in the order inwhich they shall be issued and shall be signed, in the name of the corporation,by the President and by the Secretary or an Assistant Secretary or by suchofficers as the Board of Directors may designate. If the certificate is signedby a transfer agent or registrar, such signatures of the corporate officers maybe by facsimile if authorized by the Board of Directors. Every certificatesurrendered to the corporation for exchanges or transfer shall be cancelled,and no new certificate or certificates shall be issued in exchange for anyexisting certificate until such existing certificate shall have been socancelled, except in cases provided for in Section 5.04.

 

                            Section5.02.**Issuanceof Shares. The Board of Directors is authorized to cause to be issuedshares of the corporation up to the full amount authorized by the Articles ofIncorporation in such amounts as may be determined by the Board of Directorsand as may be permitted by law. No shares shall be allotted except inconsideration of cash or other property, tangible or intangible, received or tobe received by the corporation under a written agreement, of services renderedor to be rendered to the corporation under a written agreement, or of an amounttransferred from surplus to stated capital upon a share dividend. At the timeof such allotment of shares, the Board of 

 

 

7

----

 

Directors making such allotments shall state, byresolution, their determination of the fair value to the corporation inmonetary terms of any consideration other than cash for which shares areallotted.

 

                            Section5.03.**Transferof Shares. Transfer of shares on the books of the corporation may beauthorized only by the shareholder named in the certificate, or theshareholder’s legal representative, or the shareholder’s duly authorizedattorney-in-fact, and upon surrender of the certificate or the certificates forsuch shares. The corporation may treat as the absolute owner of shares of thecorporation, the person or persons in whose name shares are registered on thebooks of the corporation.

 

                            Section5.04. Loss of Certificates. Except as otherwise provided by MinnesotaStatutes Section 302A.419, any shareholder claiming a certificate for shares tobe lost, stolen or destroyed shall make an affidavit of that fact in such formas the Board of Directors shall require and shall, if the Board of Directors sorequires, give the corporation a bond of indemnity in form, in an amount, andwith one or more sureties satisfactory to the Board of Directors, to indemnifythe corporation against any claim which may be made against it on account ofthe reissue of such certificate, whereupon a new certificate may be issued inthe same tenor and for the same number of shares as the one alleged to havebeen lost, stolen or destroyed.

 

ARTICLEVI.

DIVIDENDS,RECORD DATE

 

                            Section6.01. Dividends. Subject to the provisions of the Articles ofIncorporation, of these Bylaws, and of law, the Board of Directors may declaredividends whenever, and in such amounts as, in its opinion, are deemedadvisable.

 

                            Section6.02. Record Date. Subject to any provisions of the Articles ofIncorporation, the Board of Directors may fix a date not exceeding 120 dayspreceding the date fixed for the payment of any dividend as the record date forthe determination of the shareholders entitled to receive payment of thedividend and, in such case, only shareholders of record on the date so fixedshall be entitled to receive payment of such dividend notwithstanding anytransfer of shares on the books of the corporation after the record date. TheBoard of Directors may close the books of the corporation against the transferof shares during the whole or any part of such period.

 

ARTICLEVII.

BOOKSAND RECORDS, FISCAL YEAR

 

                            Section7.0l. Share Register. The Board of Directors of the corporation shallcause to be kept at its principal executive office, or at another place orplaces within the United States determined by the Board:

 

(1)                                  a share register not more than one year old, containingthe names and addresses of the shareholders and the number and classes ofshares held by each shareholder; and

 

(2)                                  a record of the dates on which certificates ortransaction statements representing shares were issued.

 

                            Section7.02. Other Books and Records. The Board of Directors shall cause to bekept at its principal executive office, or if its principal executive office isnot in Minnesota, shall make available at its registered office within ten daysafter receipt by an officer of the corporation of a written demand for themmade by a shareholder or other person authorized by Minnesota Statutes Section302A.461, originals or copies of:

 

 

8

----

 

(1)                                records of all proceedings of shareholders for the last three years;

 

(2)                                  records of all proceedings of the board for the last three years;

 

(3)                                  its articles and all amendments currently in effect;

 

(4)                                  its bylaws and all amendments currently in effect;

 

(5)                                  financial statements required by Minnesota Statutes Section 302A.463 andthe financial statements for the most recent interim period prepared in thecourse of the operation of the corporation for distribution to the shareholdersor to a governmental agency as a matter of public record;

 

(6)                                  reports made to shareholders generally within the last three years;

 

(7)                                  a statement of the names and usual business addresses of its directorsand principal officers;

 

(8)                                  any shareholder voting or control agreements of which the corpora­tionis aware; and

 

(9)                                  such other records and books of account as shall be necessary andappropriate to the conduct of the corporate business.

 

                            Section7.03. Audit. The Board of Directors shall cause the records and books ofaccount of the corporation to be audited at least once in each fiscal year andat such other times as it may deem necessary or appropriate.

 

                            Section7.04. Fiscal Year. The fiscal year of the corporation shall bedetermined by the Board of Directors.

 

 

ARTICLEVIII.

LOANS,GUARANTEES, SURETYSHIP

 

                            Section8.01. The corporation may lend money to, guarantee an obligation of or become asurety for, or otherwise financially assist a person if the transaction, or aclass of transactions to which the transaction belongs, is approved by theaffirmative vote of a majority of the directors present and:

 

(1)                                  is in the usualand regular course of business of the corporation;

 

(2)                                  is with, or forthe benefit of, a related corporation, an organization in which the corporationhas a financial interest, anorganization with which the corporation has a business relationship, or anorganization to which the corporation has the power to make donations;

 

(3)                                  is with, or forthe benefit of, an officer or other employee of the corporation or asubsidiary, including an officer or employee who is a director of the corporationor a subsidiary, and may reasonably be expected in the judgment of the board,to benefit the corporation; or

 

 

9

----

 

(4)                                  has beenapproved by the affirmative vote of the holdersof two-thirds of the outstanding shares.

 

The loan, guarantee, surety contract or other financial assistance maybe with or without interest, and may be unsecured, or may be secured in themanner as a majority of the directors approve, including, without limitation, apledge of or other security interest in shares of the corporation. Nothing inthis section shall be deemed to deny, limit, or restrict the powers of guarantyor warranty of the corporation at common law or under a statute of the State ofMinnesota.

 

 

ARTICLEIX.

INDEMNIFICATIONOF CERTAIN PERSONS

 

                            Section9.01.  The corporation shall indemnifysuch persons, for such expenses and liabilities, in such manner, under suchcircumstances, and to such extent as permitted by Minnesota Statutes Section302A.521, as now enacted or hereafter amended.

 

 

ARTICLEX.

AMENDMENTS

 

                            Section10.01. These Bylaws may be amended or altered by a vote of the majority of thewhole Board of Directors at any meeting provided that notice of such proposedamendment shall have been given in the notice given to the directors of suchmeeting.  Such authority in the Board ofDirectors is subject to the power of the shareholders to change or repeal suchBylaws by a majority vote of the shareholders present or represented at anyregular or special meeting of shareholders called for such purpose, and theBoard of Directors shall not make or alter any Bylaws fixing a quorum formeetings of shareholders, prescribing procedures or removing directors orfilling vacancies in the Board of Directors, or fixing the number of directorsor their classifications, qualifications, or terms of office, except that theBoard of Directors may adopt or amend any Bylaw to increase their number.

 

 

ARTICLEXI.

SECURITIESOF OTHER CORPORATIONS

 

                            Section11.01.  Voting Securities Held by theCorporation.  Unless otherwiseordered by the Board of Directors, the President shall have full power andauthority on behalf of the corporation (a) to attend any meeting of securityholders of other corporations in which the corporation may hold securities andto vote such securities on behalf of this corporation; (b) to execute any proxyfor such meeting on behalf of the corporation; or (c) to execute a writtenaction in lieu of a meeting of such other corporation on behalf of this corporation.At such meeting, the President shall possess and may exercise any and allrights and powers incident to the ownership of such securities that thecorporation possesses. The Board of Directors may, from time to time, grantsuch power and authority to one or more other persons and may remove such powerand authority from the President to the extent granted to such other person orpersons.

 

                             Section11.02. Purchase and Sale of Securities. Unless otherwise ordered by theBoard of Directors, the President shall have full power and authority on behalfof the corporation to purchase, sell, transfer or encumber any and allsecurities of any other corporation owned by the corporation, and may executeand deliver such documents as may be necessary to effectuate such purchase,sale, transfer or encumbrance. The Board of Directors may, from time to time,confer like powers upon any person or persons.

 

 

10

----