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      Notice of any meeting need not be given to any directors who shall attend
such meeting in person or shall waive notice thereof, before or after such
meeting, in writing or by telegram, facsimile or other means of electronically
transmitted written copy.


      The Board shall have a Chairman of the Board and may, at the discretion of
the Board, have one or more Vice Chairmen. The Chairman of the Board and the
Vice Chairmen shall be appointed from time to time by the Board and shall have
such powers and duties as shall be designated by the Board.

                       ARTICLE V - COMMITTEES OF THE BOARD


      The Board may, by resolution passed by a majority of the whole Board,
designate one (1) or more committees. Each such committee shall consist of one
(1) or more of the directors of the Corporation. Any such committee, to the
extent provided in such resolution, shall have and may exercise the power of the
Board 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. The Board may designate one (1) or more directors as alternate
members of any committee who, in the order specified by the Board, may replace
any absent or disqualified member at any meeting of the committee. If at a
meeting of any committee one (1) or more of the members thereof should be absent
or disqualified, and if either the Board has not so designated any alternate
member or members, or the number of absent or disqualified members exceeds the
number of alternate members who are present at such meeting, then the member or
members of such committee (including alternates) present at any meeting and not
disqualified from voting, whether or not he or she or they constitute a quorum,
may unanimously appoint another director to act at the meetings in the place of
any such absent or disqualified member. The term of office of the members of
each committee shall be as fixed from time to time by the Board, subject to the
term of office of the directors and these Bylaws; provided, however, that any
committee member who ceases to be a member of the Board shall ipso facto cease
to be a committee member. Each committee shall appoint a secretary, who may be
the Secretary or an Assistant Secretary of the Corporation.


      Each committee may provide for the holding of regular meetings, with or
without notice, and a majority of the members of any such committee may fix the
time, place and procedure for any such meeting. Special meetings of each
committee shall be held upon call by or at the direction of its chairman or, if
there be no chairman, by or at the direction of any two (2) of its members, at
the time and place specified in the respective notices or waivers of notice
thereof. Notice of each special meeting of a committee shall be mailed to each
member of such committee, addressed to him or her at his or her residence or
usual place of business, unless he or she shall have filed with the Secretary a
written request that notices intended for him or her be mailed to some other
address, in which case it shall be 

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