Article and Section Nos. |
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Article II, Section 3 |
Section 3. Place of Meeting – Stockholders meetings, whether regular or special, shall be held in the principal office of the corporation or at any place designated by the Board of Directors in the city or municipality where the principal office of the corporation is located. |
Section 3. Place of Meeting – Stockholders meetings, whether regular or special, shall be held in the principal office of the corporation or at any place designated by the Board of Directors in the city or municipality where the principal office of the corporation is located. Subject to such rules and regulations as may be promulgated by the Securities and Exchange Commission, meetings of the stockholders may be held by means of remote communication. |
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Article II, Section 4, 1st par. |
Section 4. Notice of Meeting – Notices for regular or special meetings of stockholders together with an agenda for such meeting may be sent by the Secretary by personal delivery or by mail at least ten (10) business days or such other periods required by law prior to the date of the meeting to each stockholder of record at his last known address. The notice shall state the place, date and hour of the meeting, and the purpose or purposes for which the meeting is called. |
Section 4. Notice of Meeting – Notices for regular or special meetings of stockholders together with an agenda for such meeting may be sent by the Secretary by personal delivery, by mail or by other means allowed by law and the rules and regulations as may be promulgated by the Securities and Exchange Commission at least twenty-eight (28) days or such other periods required by law prior to the date of the meeting to each stockholder of record at his last known address. The notice shall state the place, date and hour of the meeting, and the purpose or purposes for which the meeting is called. |
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Article II, Section 5, 1st par. |
Section 5. Quorum – Unless otherwise provided by law, in all regular or special meeting of stockholders, at least 51% of the total issued and outstanding capital stock must be present or represented in order to constitute a quorum. |
Section 5. Quorum – Unless otherwise provided by law, in all regular or special meeting of stockholders, at least 51% of the total issued and outstanding capital stock must be present or represented in order to constitute a quorum. Stockholders, voting through remote communication or in absentia, electronically or otherwise, shall be deemed present for purposes of determining the existence of a quorum. |
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Article II, Section 7 |
Section 7. Manner of Voting – At all meetings of stockholders, a stockholder may vote in person or by proxy. Unless otherwise provided in the proxy, it shall be valid only for the meeting at which it has been presented to the Secretary. All proxies must be in the hands of the Secretary before the time set for the meeting. Proxies filed with the Secretary may be revoked by the stockholders either in an instrument in writing duly presented and recorded with the Secretary, prior to a scheduled meeting or by their personal presence at the meeting. |
Section 7. Manner of Voting – At all meetings of stockholders, a stockholder may vote in person or proxy, through remote communication or in absentia, electronically or otherwise, subject to compliance with such rules and regulations as may be issued by the Securities and Exchange Commission. Unless otherwise provided in the proxy, it shall be valid only for the meeting at which it has been presented to the Secretary. All proxies must be in the hands of the Secretary before the time set for the meeting. Proxies filed with the Secretary may be revoked by the stockholders either in an instrument in writing duly presented and recorded with the Secretary, prior to a scheduled meeting or by their personal presence at the meeting. |
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Article III, Section 10 |
Section 10. Board Committees – The Board of Directors shall constitute an Audit Committee and a Corporate Governance and Nomination Committee. In addition, the Board of Directors may create other purely internal committees or commissions with the powers determined by the Board of Directors. |
Section 10. Board Committees – The Board of Directors shall constitute an Audit Committee, a Corporate Governance and Nomination Committee, an Executive Committee, a Related Party Transaction Committee, and a Board Risk Oversight Committee. In addition, the Board of Directors may create other purely internal committees or commissions with the powers determined by the Board of Directors. |
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Article III, Section 13 |
Section 13. Compensation – By resolution of the Board, each director shall receive a reasonable per diem allowance for his attendance at each meeting of the Board. As compensation, the Board shall receive and allocate an amount of not more than ten percent (10%) of the net income before income tax of the corporation during the preceding year and shall be determined and apportioned among the directors in such manner as the Board may deem proper, subject to the approval of stockholders representing at least a majority of the outstanding capital stock at a regular or special meeting of the stockholders. |
Section 13. Executive Committee – The Board of Directors shall create an Executive Committee which shall be composed of four (4) members appointed by the Board of Directors. All members must have relevant knowledge and/or experience in areas of accounting, auditing and finance. The Executive Committee shall have the powers and responsibilities established by law as well as any additional powers assigned to it by the Board of Directors. |
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Article III, Section 14 |
n/a |
Section 14. Related Party Transaction Committee – The Board of Directors shall create a Related Party Transaction Committee which shall be composed of three (3) members appointed by the Board of Directors, majority of whom should be independent directors including the Chairman. All members must have relevant knowledge and/or experience in areas of accounting, auditing and finance. The Related Party Transaction Committee shall have the powers and responsibilities established by law as well as any additional powers assigned to it by the Board of Directors. |
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Article III, Section 15 |
n/a |
Section 15. Board Risk Oversight Committee – The Board of Directors shall create a Board Risk Oversight Committee which shall be composed of three (3) members appointed by the Board of Directors, majority of whom should be independent directors including the Chairman. All members must have relevant knowledge and/or experience in areas of accounting, auditing and finance. The Board Risk Oversight Committee shall have the powers and responsibilities established by law as well as any additional powers assigned to it by the Board of Directors. |
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Article III, Section 16 |
n/a |
Section 16. Compensation – By resolution of the Board, each director may receive: 1) a monthly allowance, and 2) a reasonable per diem for his attendance at each meeting of the Board. As additional compensation, the directors shall collectively receive a total amount of not more than five percent (5%) of the net income before income tax of the corporation during the preceding year, which amount shall be determined and apportioned in such manner at the discretion of the Chairman of the Board. |
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