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designate one or more other committees of the board in accordance with the
provisions of these Bylaws.
ARTICLE FIVE:
NOTICE
5.1 Method. Whenever by statute, the certificate of
incorporation of the Corporation, or these Bylaws, notice is required to be
given to any committee member, director, or stockholder and no provision is
made as to how such notice shall be given, personal notice shall not be
required and any such notice may be given (a) in writing, by mail, postage
prepaid, addressed to such committee member, director, or stockholder at his
address as it appears on the books or (in the case of a stockholder) the stock
transfer records of the Corporation, or (b) by any other method permitted by
law (including but not limited to overnight courier service, telegram, telex,
or telefax). Any notice required or permitted to be given by mail shall be
deemed to be delivered and given at the time when the same is deposited in the
United States mail as aforesaid. Any notice required or permitted to be given
by overnight courier service shall be deemed to be delivered and given at the
time delivered to such service with all charges prepaid and addressed as
aforesaid. Any notice required or permitted to be given by telegram, telex, or
telefax shall be deemed to be delivered and given at the time transmitted with
all charges prepaid and addressed as aforesaid.
5.2 Waiver. Whenever any notice is required to be given to
any stockholder, director, or committee member of the corporation by statute,
the certificate of incorporation of the Corporation, or these Bylaws, a waiver
thereof in writing signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be equivalent to the
giving of such notice. Attendance of a stockholder, director, or committee
member at a meeting shall constitute a waiver of notice of such meeting, except
where such person attends for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.
ARTICLE SIX:
OFFICERS
6.1 Number; Titles, Term of Office. The officers of the
Corporation shall be a Chairman of the Board, a President, a Secretary, and
such other officers as the board of directors may from time to time elect or
appoint, including a Chief Executive Officer, Chief Operating Officer, Chief
Financial Officer, Chief Accounting Officer, one or more Vice Presidents (with
each Vice President to have such descriptive title, if any, as the board of
directors shall determine), Controller and a Treasurer. Each officer shall hold
office until his successor shall have been duly elected and shall have
qualified, until his death, or until he shall resign or shall have been removed
in the manner hereinafter provided. Any two or more offices may be held by the
same person. None of the officers need be a stockholder or a director of the
Corporation or a resident of the State of Delaware.
6.2 Removal. Any officer or agent elected or appointed by the
board of directors may be removed by the board of directors whenever in its
judgment the best interest of
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