UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of
Report (Date of earliest event reported): November 2, 2005
ImmunoGen,
Inc.
(Exact
name of registrant as specified in its charter)
|
Massachusetts
|
0-17999
|
04-2726691
|
||
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
128
Sidney Street, Cambridge, MA 02139
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: (617) 995-2500
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General
Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.03 Amendments to Articles of Incorporation or By-laws; Change in Fiscal
Year.
On
November 2, 2005, the Governance and Nominating Committee of the Board of
Directors of ImmunoGen, Inc. (the “Company”) recommended, and the Board of
Directors (the “Directors”) approved, certain changes to the Company’s By-laws.
A summary of the changes to the By-laws approved by the Directors is set forth
below.
Article
I - Stockholders
| · |
Added
a new section entitled “Notice of Stockholder Business and Nominations.”
This change requires stockholders who intend to propose business to
be
acted upon at a stockholder meeting to provide advance notice of their
proposals, or director nominations, to the Company. Section
1.11.
|
| · |
Deleted
a provision which would permit any stockholder holding 10% or more
of the
Company’s common stock to present matters to be considered for action at
an annual meeting, due to the addition of Section 1.11 noted above.
Section 1.2.
|
| · |
Added
a provision including details as to the conduct of stockholder meetings.
Section 1.1.
|
| · |
Changed
the reference to the date on which the annual meeting is to be held
from
the very specific (“the second Tuesday in November”) to the more general
(“any date within six months after the end of the fiscal year”). Section
1.2.
|
| · |
Stockholder
meetings are now permitted to be held outside of the United States
for
Massachusetts corporations. Deleted the requirement that all meetings
be
held within the United States. Section
1.1.
|
| · |
E-mail
and fax notices to stockholders are now permitted under the Massachusetts
Business Corporation Act (the “MBCA”). Changed to provide more flexibility
in giving notices to stockholders. Section
1.4.
|
| · |
Changed
the maximum permitted duration of stockholder proxies from 6 months
to 11
months to be consistent with that permitted by the MBCA. Section
1.7.
|
Article
II - Officers and Directors
| · |
Deleted
references to particular rights of classes of Preferred Stock, as no
classes of Preferred Stock are currently issued or outstanding. Sections
2.1 and 3.2.2.
|
| · |
The
title of Clerk has been replaced with the title of Secretary in the
MBCA.
For corporations that still provide for a Clerk, the statute provides
that
such Clerk shall be deemed to be the Secretary for purposes of the
statute
until a Secretary is appointed. As the Company’s former By-laws provided
for a Secretary, as well as a Clerk they were amended to consolidate
these
two positions into one, called the Secretary. See changes throughout,
and
particularly in Sections 2.1, 4.4 and 4.5.
|
| · |
Changed
to allow directors to be removed by a majority of the other directors
for
cause. Section 2.2.
|
Article
III - Board of Directors
| · |
Changed
the minimum length of advance notice for Board meetings from three
to two
days in accordance with the MBCA. In addition, e-mail and fax notices
to
directors are now expressly permitted under the MBCA. Section
3.2.2.
|
| · |
Changed
the vote requirement for formation of Board committees from 75% to
a
majority. Section 3.4.
|
Article
V - Capital Stock
| · |
Changed
the maximum amount of time prior to a stockholder meeting in which
a
record date could be to be no more than 70 days prior to the date of
the
relevant meeting or dividend. The MBCA extended the maximum period
to 70
days. Section 5.3.
|
| · |
Deleted
reference to treasury stock as the MBCA now does not provide for treasury
stock. Section 5.5.
|
Article
VI - Miscellaneous Provisions
| · |
Added
various other provisions relating to general activities of the Corporation
and interpretation of provisions in the By-laws. Sections 6.10 -
6.15.
|
The
foregoing summary of such amendments is qualified in its entirety by reference
to the complete text of the Company’s By-laws, as amended and restated effective
November 2, 2005, filed as Exhibit 3.1 to this Current Report on Form
8-K
and incorporated in this Item 5.03 by reference.
ITEM
9.01 Financial
Statements and Exhibits.
3.1 Amended
and Restated By-laws
2
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| ImmunoGen, Inc. | ||
| (Registrant) | ||
| |
|
|
| Date: November 4, 2005 | By: | /s/ Karleen M. Oberton |
|
Karleen M. Oberton |
||
| Senior Corporate Controller | ||
| (Principal Accounting Officer) | ||
Exhibit
Index
|
Exhibit
No.
|
Description
of Exhibit
|
|
|
3.1
|
Amended
and Restated By-laws
|
|
3
Exhibit
3.1
ImmunoGen,
Inc.
BY-LAWS
AMENDED
AS OF NOVEMBER 2, 2005
TABLE
OF
CONTENTS
Title
0; Page
ARTICLE
I
-
Stockholders..............................................................................................................................................................................................................3
Section
1.1 Place
and Conduct of
Meeting......................................................................................................................................................................3
Section
1.2 Annual
Meetings.............................................................................................................................................................................................3
Section
1.3 Special
Meetings.............................................................................................................................................................................................4
Section
1.4 Notice
of
Meetings..........................................................................................................................................................................................4
Section
1.5 Quorum
of
Stockholders.................................................................................................................................................................................4
Section
1.6 Adjournments..................................................................................................................................................................................................5
Section
1.7 Votes
and
Proxies............................................................................................................................................................................................5
Section
1.8 Action
at
Meeting...........................................................................................................................................................................................5
Section
1.9 Inspectors
of
Elections...................................................................................................................................................................................5
Section
1.10 Action
without
Meeting...............................................................................................................................................................................6
Section
1.11
Notice
of Stockholder Business and Nominations
ARTICLE
II - Officers and
Directors...............................................................................................................................................................................................9
Section
2.1 Elections.............................................................................................................................................................................................................9
Section
2.2 Tenure,
Resignation and
Removal..................................................................................................................................................................9
Section
2.3 Vacancies..........................................................................................................................................................................................................10
Section
2.4 Compensation..................................................................................................................................................................................................10
ARTICLE
III - Board of
Directors...................................................................................................................................................................................................10
Section
3.1 Powers................................................................................................................................................................................................................10
Section
3.2 Meetings............................................................................................................................................................................................................11
Section
3.3 Quorum
of and Action by
Directors..............................................................................................................................................................11
Section
3.4 Committees
of
Directors..................................................................................................................................................................................12
Section
3.5 Scientific
Advisory
Board...............................................................................................................................................................................12
ARTICLE
IV - Executive
Officers....................................................................................................................................................................................................12
Section
4.1 Chairman
of the
Board.....................................................................................................................................................................................12
Section
4.2 President
and Vice
Presidents........................................................................................................................................................................12
Section
4.3 Treasurer
and Assistant
Treasurers..............................................................................................................................................................12
Section
4.4 Secretary
and Assistant
Secretaries..............................................................................................................................................................13
ARTICLE
V
- Capital
Stock..............................................................................................................................................................................................................13
Section
5.1 Certificates
of
Stock.........................................................................................................................................................................................13
Section
5.2 Transfers............................................................................................................................................................................................................14
Section
5.3 Fixing
Record
Date...........................................................................................................................................................................................14
Section
5.4 Lost,
Mutilated or Destroyed
Certificates....................................................................................................................................................15
Section
5.5 Issue
of
Stock...................................................................................................................................................................................................15
Section
5.6 Dividends..........................................................................................................................................................................................................15
ARTICLE
VI - MISCELLANEOUS
PROVISIONS.........................................................................................................................................................................15
Section
6.1 Fiscal
Year..........................................................................................................................................................................................................15
Section
6.2 Seal......................................................................................................................................................................................................................15
Section
6.3 Execution
of
Instruments.................................................................................................................................................................................15
Section
6.4 Contributions.....................................................................................................................................................................................................15
Section
6.5 Evidence
of
Authority......................................................................................................................................................................................16
Section
6.6 Indemnification
of Officers, Directors and Members of Scientific Advisory
Board...............................................................................16
Section
6.7 Conflict
of
Interest............................................................................................................................................................................................17
Section
6.8 Definitions..........................................................................................................................................................................................................17
Section
6.9 Control
Share
Acquisitions.............................................................................................................................................................................18
ARTICLE
VII -
Amendments............................................................................................................................................................................................................19
Section
7.1 General.................................................................................................................................................................................................................19
2
ImmunoGen,
Inc.
BY-LAWS
ARTICLE
I - Stockholders
Section
1.1 Place
and Conduct of Meetings.
All
meetings of the stockholders shall be held either at the principal office
of the
corporation or at such other place as is determined by the Board of Directors
and stated in the notice of meeting.
The
Chairman of the Board of Directors or, in his absence, the Chief Executive
Officer of the Corporation or, in his absence, the President or, in his absence,
such person as the Board of Directors may have designated, shall call to
order
any meeting of the stockholders and shall preside at and act as chairman
of the
meeting. In the absence of the Secretary of the Corporation, the secretary
of
the meeting shall be such person as the chairman of the meeting appoints.
The
chairman of any meeting of stockholders shall determine the order of business
and the procedures at the meeting, including such regulation of the manner
of
voting and the conduct of discussion
as he or she deems to be appropriate. The chairman of any meeting of
stockholders shall have the power to adjourn the meeting to another place
and
time. The date and time of the opening and closing of the polls for each
matter
upon which the stockholders will vote at the meeting shall be announced at
the
meet-ing.
Section
1.2 Annual
Meetings.
The
annual meeting of the stockholders entitled to vote shall be held at 10 o’clock
in the forenoon (or at such other time as is determined by the Board of
Directors and stated in the notice) [on any date, as determined by the Board
of
Directors, that is within six (6) months after the end of the corporation’s
fiscal year] [on the second Tuesday in November after the end of each fiscal
year, if such day is not a legal holiday, and if a legal holiday, then on
the
next succeeding day that is not a Saturday, Sunday or legal holiday]. The
purposes for which an annual meeting may be held, in addition to those
prescribed by law, by the Articles of Organization and by these By-Laws,
may be
specified by the President, the Chief Executive Officer or the Board of
Directors. At the annual meeting any business may be transacted whether or
not
the notice of such meeting shall have contained a reference thereto, except
where such a reference is required by law, the Articles of Organization or
these
By-Laws.
If
such
annual meeting is not held on the date fixed, or by adjournment therefrom,
a
special meeting of the stockholders shall be held in place thereof, and any
business transacted or elections held at such a special meeting shall have
the
same force and effect as if transacted or held at the annual meeting. Any
such
special meeting shall be called as provided in Section 1.3 of this Article
I.
3
Section
1.3 Special
Meetings.
Subject
to the rights of the holders of any class or series of Preferred Stock of
the
Corporation, special meetings of the stockholders entitled to vote may be
called
by the President or the Board of Directors, and shall be called by the
Secretary, or in case of the death, absence, incapacity or refusal of the
Secretary, by any other officer, or upon written application of one or more
stockholders who hold at least forty percent (40%) in interest of the capital
stock entitled to vote at the meetings. The call for the meeting shall state
the
day, hour, place and purposes of the meeting.
Section
1.4 Notice
of Meetings.
A
written or printed notice of every meeting of stockholders, stating the place,
date and hour thereof, and the purposes for which the meeting is called,
shall
be given by the Secretary or other person calling the meeting, at least seven
but no more than 60 days before the meeting, to each stockholder entitled
to
vote thereat and to each stockholder who, under the Articles of Organization
or
these By-Laws, is entitled to such notice, by leaving such notice with him,
at
his usual place of business or residence, by mailing such notice postage
prepaid
and addressed to him at his address as it appears upon the books of the
corporation, or by electronic transmission directed to such stockholder at
an
address given to the corporation by the stockholder or otherwise in such
manner
as the stockholder shall have specified to the corporation, including by
facsimile transmission, electronic mail or posting on an electronic network.
Whenever notice of a meeting of the stockholders is required to be given
to any
stockholder, a written waiver thereof, executed before or after the meeting
by
such stockholder or his attorney thereunto authorized and filed with the
records
of the meeting, shall be deemed equivalent to such notice. Any person authorized
to give notice of any such meeting may make affidavit of such notice, which,
as
to the facts therein stated, shall be conclusive. It shall be the duty of
every
stockholder to furnish his current address to the Secretary of the corporation
or to the transfer agent, if any, of the class of stock owned by
him.
Every
stockholder who is present at a meeting (whether in person or by proxy) shall
be
deemed to have waived notice thereof; provided, however, that in the absence
of
his waiver in writing, a stockholder may expressly reserve his objection
to the
transaction of any business as to which requisite notice was not given to
him
and on which he does not vote.
Section
1.5 Quorum
of Stockholders.
The
holders of a majority in interest of all stock issued, outstanding and entitled
to vote at a meeting shall constitute a quorum; except that, if two or more
classes of stock are outstanding and entitled to vote as separate classes,
then
in the case of each such class, a quorum shall consist of the holders of
a
majority in interest of the stock of that class issued, outstanding and entitled
to vote. The announcement of a quorum by the officer presiding at the meeting
shall constitute a conclusive determination that a quorum is present. The
absence of such an announcement shall have no significance. The stockholders
present at a duly organized meeting may continue to transact business until
adjournment of the meeting notwithstanding the withdrawal of one or more
stockholders so as to leave less than a quorum.
4
Section
1.6 Adjournments.
Any
meeting of the stockholders may be adjourned to any other time and to any
other
place by the stockholders present or represented at the meeting, although
less
than a quorum, or by any officer entitled to preside or to act as Secretary
of
such meeting if no stockholder is present. It shall not be necessary to notify
any stockholder of any adjournment. Any business which could have been
transacted at any meeting of the stockholders as originally called may be
transacted at any adjournment thereof.
Section
1.7 Votes
and Proxies.
At all
meetings of the stockholders, each stockholder shall have one vote for each
share of stock having voting power registered in such stockholder’s name, and a
proportionate vote for a fractional share, unless otherwise provided by the
Articles of Organization or in these By-Laws. Scrip shall not carry any right
to
vote unless otherwise provided therein but if scrip provides for the right
to
vote, such voting shall be on the same basis as fractional shares. Absent
stockholders may vote by proxy. No proxy which is dated more than eleven
months
before the meeting named therein shall be accepted, and no proxy shall be
valid
after the final adjournment of such meeting. Proxies need not be sealed or
attested. A proxy with respect to stock held in the name of two or more persons
shall be valid if executed by one of them unless at or prior to exercise
of the
proxy the corporation receives a specific written notice to the contrary
from
any one of them. A proxy purporting to be executed by or on behalf of the
stockholder shall be deemed valid unless challenged at or prior to its
exercise.
Section
1.8 Action
at Meeting.
When a
quorum is present, the holders of a majority of the stock present or represented
and voting on a matter (or if there are two or more classes of stock entitled
to
vote as separate classes, then in the case of each such class, the holders
of a
majority of the stock of that class present or represented and voting on
a
matter), except where a larger vote is required by law, the Articles of
Organization or these By-Laws, shall decide any matter to be voted on by
the
stockholders. Any election by stockholders shall be determined by a plurality
of
the votes cast by the stockholders entitled to vote at the election. No ballot
shall be required for such election unless requested by a stockholder present
or
represented at the meeting and entitled to vote in the election. The corporation
shall not directly or indirectly vote any share of its stock.
Section
1.9 Inspectors
of Elections.
Two
inspectors may be appointed by the Board of Directors before or at each meeting
of stockholders, or, if no such appointment shall have been made, the presiding
officer may make such appointment at the meeting. At the meeting for which
they
are appointed, such inspectors shall open and close the polls, receive and
take
charge of the proxies and ballots, and decide all questions touching on the
qualifications of voters, the validity of proxies and the acceptance and
rejection of votes. If any inspector previously appointed shall fail to attend
or refuse or be unable to serve, the presiding officer shall appoint an
inspector in his place.
5
Section
1.10 Action
without Meeting.
Any
action required or permitted to be taken at any meeting of stockholders may
be
taken without a meeting if all stockholders entitled to vote on the matter
consent to the action in writing and the written consents are filed with
the
records of the meetings of stockholders. Such consents shall be treated for
all
purposes as a vote at a meeting.
Section
1.11
Notice of Stockholder Business and Nominations.
A. Annual
Meetings of Stockholders.
Nominations
of persons for election to the Board of Directors and the proposal of business
to be considered by the stockholders may be made at an annual meeting of
stockholders (a) pursuant to the corporation's notice of meeting, (b) by
or at
the direction of the Board of Directors or (c) by any stockholder of the
corporation who was a stockholder of record at the time of giving of notice
provided for in this Section, who is entitled to vote at the meeting and
who
complies with the notice procedures set forth in this Section.
B. Special
Meetings of Stockholders.
Only
such
business shall be conducted at a special meeting of stockholders as shall
have
been brought before the meeting pursuant to the notice of meeting given pursuant
to Section A above. Nominations of persons for election to the Board of
Directors may be made at a special meeting of stockholders at which directors
are to be elected (a) by or at the direction of the Board of Directors or
(b)
provided that the Board of Directors has determined that directors shall
be
elected at such meeting, by any stockholder of the corporation who is a
stockholder of record at the time of giving of notice provided for in this
Section, who shall be entitled to vote at the meeting and who complies with
the
notice procedures set forth in this Section.
|
C.
|
Certain
Matters Pertaining to Stockholder Business and
Nominations.
|
(1) For
nominations or other business to be properly brought before an annual meeting
by
a stockholder pursuant to clause (c) of paragraph A of this Section or a
special
meeting pursuant to paragraph B of this Section, (1) the stockholder must
have
given timely notice thereof in writing to the Secretary of the corporation,
(2)
such other business must otherwise be a proper matter for stockholder action
under
the
Massachusetts Business Corporation Act, (3) if the stockholder, or the
beneficial owner on whose behalf any such proposal or nomination is made,
has
provided the corporation with a Solicitation Notice, as that term is defined
in
this paragraph, such stockholder or beneficial owner must, in the case of
a
proposal, have delivered a proxy statement and form of proxy to holders of
at
least the percentage of the corporation's voting shares required under
applicable law to carry any such proposal, or, in the case of a nomination
or
nominations, have delivered a proxy statement and form of proxy to holders
of a
percentage of the corporation's voting shares reasonably believed by such
stockholder or beneficial holder to be sufficient to elect the nominee or
nominees proposed to be nominated by such stockholder, and must, in either
case,
have
6
included
in such materials the Solicitation Notice and (4) if the stockholder, or
the
beneficial owner on whose behalf any such proposal or nomination is made,
has
not provided the corporation with a Solicitation Notice, the stockholder
or
beneficial owner proposing such business or nomination must not have previously
solicited such number of proxies that would have required the delivery of
a
Solicitation Notice pursuant to the requirements of this Section. To be
timely,
a
stockholder's notice pertaining to an annual meeting shall be delivered to
the
Secretary at the principal executive offices of the corporation not less
than
forty-five (45) or more than seventy-five (75) days prior to the first
anniversary (the “Anniversary”) of the date on which the corporation first
mailed its proxy materials for the preceding year's annual meeting; provided,
however,
that in
the event that the date of the annual meeting is more than thirty (30) days
before or more than thirty (30) days after the anniversary date of the preceding
year’s annual meeting, notice by the stockholder to be timely must be so
delivered not earlier than the close of business on the ninetieth (90) day
prior
to such annual meeting and not later than the close of business on the later
of
the sixtieth (60th) day prior to such annual meeting or the close of business
on
the tenth (10th) day following the day on which public announcement of the
date
of such meeting is first made by the corporation. Such stockholder's notice
for
an annual meeting or a special meeting shall set forth: (a) as to each person
whom the stockholder proposes to nominate for election or reelection as a
director, all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is otherwise
required, in each case, pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the "Exchange Act") (including such person's written
consent to being named in the proxy statement as a nominee and to serving
as a
director if elected); (b) as to any other business that the stockholder proposes
to bring before the meeting, a brief description of the business desired
to be
brought before the meeting, the reasons for conducting such business at the
meeting and any material interest in such business of such stockholder and
the
beneficial owner, if any, on whose behalf the proposal is made; and (c) as
to
the stockholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made (i) the name and address of such
stockholder, as they appear on the corporation's books, and of such beneficial
owner, (ii) the class and number of shares of the corporation that are owned
beneficially and held of record by such stockholder and such beneficial owner,
and (iii) whether either such stockholder or beneficial owner intends to
deliver
a proxy statement and form of proxy to holders of, in the case of a proposal,
at
least the percentage of the corporation’s voting shares required under
applicable law to carry the proposal or, in the case of a nomination or
nominations, a sufficient number
of
holders of the corporation’s voting shares to elect such nominee or nominees (an
affirmative statement of such intent, a “Solicitation Notice”).
(2)
Notwithstanding anything in the second sentence of paragraph C (1) of this
Section to the contrary, in the event that the number of directors to be
elected
to the Board of Directors of the corporation is increased and there is no
public
announcement by the corporation naming all of the nominees for director or
specifying the size of the increased Board of Directors at least fifty-five
(55)
days prior to the Anniversary (or, if the annual meeting is held more than
thirty (30) days before or sixty (60) days after the first anniversary of
the
preceding year's annual meeting, at least seventy (70) days prior to such
annual
meeting), a stockholder's notice required by this Section shall also be
considered
7
timely,
but only with respect to nominees for any new positions created by such
increase, if it shall be delivered to the Secretary at the principal executive
office of the corporation not later than the close of business on the tenth
(10th) day following the day on which such public announcement is first made
by
the corporation.
(3)
In
the event the corporation calls a special meeting of stockholders for the
purpose of electing one or more directors to the Board of Directors, any
such
stockholder may nominate a person or persons (as the case may be), for election
to such position(s) as specified in the corporation's notice of meeting,
if the
stockholder's notice required by paragraph C(1) of this Section shall be
delivered to the Secretary at the principal executive offices of the corporation
not earlier than the ninetieth (90th) day prior to such special meeting nor
later than the close of business on the later of the sixtieth (60th) day
prior
to such special meeting, or the tenth (10th) day following the day on which
public announcement is first made of the date of the special meeting and
of the
nominees proposed by the Board of Directors to be elected at such
meeting.
D. General.
(1)
Only
such persons who are nominated in accordance with the procedures set forth
in
this Section shall be eligible to serve as directors and only such business
shall be conducted at a meeting of stockholders as shall have been brought
before the meeting in accordance with the procedures set forth in this Section.
Except as otherwise provided by law or these By-Laws, the chairman of the
meeting shall have the power and duty to determine whether a nomination or
any
business proposed to be brought before the meeting was made or proposed,
as the
case may be, in accordance with the procedures set forth in this Section
and, if
any proposed nomination or business is not in compliance herewith, to declare
that such defective proposal or nomination shall be disregarded.
(2)
For
purposes of this Section, "public announcement" shall mean disclosure in
a press
release reported by the Dow Jones News Service, Associated Press or comparable
national news service or in a document publicly filed by the Corporation
with
the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d)
of
the Exchange Act.
(3)
Notwithstanding the foregoing provisions of this Section, a stockholder shall
also comply with all applicable requirements of the Exchange Act and the
rules
and regulations thereunder with respect to the matters set forth herein.
Nothing
in this Section shall be deemed to affect any rights of stockholders to request
inclusion of proposals in the corporation's proxy statement pursuant to Rule
14a-8 under the Exchange Act.
8
ARTICLE
II - Officers
and Directors
Section
2.1 Elections.
The
corporation shall have a Board of Directors consisting of such number (but
not
less than the minimum number required by law) as may be fixed by the
stockholders, which number may be enlarged by vote of a majority of the
Directors then in office and the vacancies so created shall be filled as
set
forth in Section 2.3 below. The Corporation shall have a President, a Treasurer
and a Secretary. At each annual meeting, the stockholders shall fix the number
of Directors to be elected, and shall elect the Board of Directors. At any
meeting, the stockholders may increase or decrease the number of Directors
within the limits above specified. The President, the Treasurer and the
Secretary shall be elected annually by the Directors at their first meeting
following the annual meeting of the stockholders. The Board of Directors
may,
from time to time, elect or appoint such other officers as it may determine,
including a Chairman of the Board, one or more Vice-Presidents, one or more
Assistant Treasurers, and one or more Assistant Secretaries.
No
officer or director need be a stockholder. The Chairman of the Board shall
be
elected by and from the Board of Directors, but no other officer need be
a
Director. Two or more offices may be held by any person.
If
required by vote of the Board of Directors, an officer shall give bond to
the
corporation for the faithful performance of his duties, in such form and
amount
and with such sureties as the Board of Directors may determine. The premiums
for
such bonds shall be paid by the corporation.
Section
2.2 Tenure,
Resignation and Removal.
Each
Director shall hold office until the next annual meeting of the stockholders
and
until his successor is elected and qualified or until he sooner dies, resigns,
is removed or becomes disqualified. The President, the Treasurer and the
Secretary shall each hold office until the first meeting of the Board of
Directors following the next annual meeting of the stockholders and until
his
successor is elected or appointed and qualified, or until he dies, resigns,
is
removed or becomes disqualified; and all other officers shall hold office
until
the first meeting of the Board of Directors following the next annual meeting
of
the stockholders unless a shorter term is specified in the vote electing
or
appointing them.
9
Any
Director or officer may resign by giving written notice of his resignation
to
the Chairman of the Board, President, or Secretary, or to the Board of Directors
at a meeting of the Board, and such resignation shall become effective at
the
time specified therein, or, if none is specified, upon receipt. Unless otherwise
specified in the resignation, its acceptance shall not be necessary to make
it
effective. Any Director may at any time be removed with or without cause
by the
affirmative vote of the holders of a majority in interest of the capital
stock
issued and outstanding and entitled to vote; provided, that a Director of
a
class elected by a particular class of stockholders may be removed only by
the
affirmative vote of the holders of a majority in interest of the stock of
such
class. A Director may also be removed from office with cause by vote of a
majority of the Directors then in office. Any officer may at any time be
removed
with or without cause by vote of a majority of the Directors then in office.
A
Director or officer may be removed for cause only after a reasonable notice
and
opportunity to be heard before the body proposing to remove him.
Section
2.3 Vacancies.
Any
vacancy in the office of Director may be filled by the stockholders at a
meeting
called for the purpose. Pending action by the stockholders, such vacancy
may
also be filled by vote of the Board of Directors or by appointment by all
of the
directors if less than a quorum shall remain in office. Any vacancy in the
position of any officer may be filled by the Board of Directors; and during
the
absence or inability to act of an officer, the Board of Directors may by
vote
appoint a person to perform the duties of such officer.
Section
2.4 Compensation.
Directors may be paid such compensation for their services and such
reimbursement for expenses and attendance at meetings as the Board of Directors
may from time to time determine. No such payment shall preclude any Director
from serving the corporation in any other capacity and receiving compensation
therefor. The Board of Directors may fix the compensation of all officers
of the
corporation and may authorize any officer upon whom the powers of appointing
subordinate officers may have been conferred to fix the compensation of such
subordinate officers.
ARTICLE
III - Board
of Directors
Section
3.1 Powers.
The
Board of Directors may exercise all the powers of the corporation except
such as
are required by law or by the Articles of Organization or these By-Laws to
be
otherwise exercised, and shall have the general direction, control and
management of the property and business of the corporation. All property
of the
corporation, which shall be in the custody of the Board of Directors, shall
be
subject at all times to inspection by the President and the Treasurer or
either
of them. Unless otherwise provided by law, the Board of Directors shall have
power to purchase and to lease, pledge, mortgage and sell such property
(including the stock of the corporation) and to make such contracts and
agreements as they deem advantageous, to fix the price to be paid for or
in
connection with any property or rights purchased, sold, or otherwise dealt
with
by the corporation, to borrow money, issue bonds, notes and other obligations
of
the corporation, and to secure payment thereof by the mortgage or pledge
of all
or any part of the property of the corporation. The Board of Directors may
determine the duties,
10
in
addition to those prescribed by these By-Laws, of all officers, agents and
employees of the corporation.
Section
3.2 Meetings.
Meetings of the Directors may be held at any place within or outside the
Commonwealth of Massachusetts.
Section
3.2.1 Regular
Meetings.
Regular
meetings of the Board of Directors may be held without call or notice at
such
places and at such times as the Directors may from time to time determine,
provided that any Director who is absent when such determination is made
shall
be given notice of the determination. A regular meeting of the Board of
Directors may be held without a call or notice at the same place as the annual
meeting of stockholders, or the special meeting held in lieu thereof, following
such meeting of stockholders.
Section
3.2.2 Special
Meetings.
Special
Meetings of the Board of Directors may be called by the Chairman of the Board,
the President, a Vice-President, the Treasurer or any two or more Directors.
Notice of the time and place of all special meetings shall be given by the
Secretary or the officer or Directors calling the meeting. Notice may be
given
orally, by telephone, telecopy, telegraph or in writing; and notice shall
be
sufficient if given in time to enable the Director to attend, or in any case
if
sent by mail, by electronic transmission, telecopy or telegraph at least
two
days before the meeting, addressed to a Director’s usual or last known place of
business or residence or by delivering such notice by electronic transmission
directed to such director at an address given to the corporation by the director
or otherwise in such manner as the director shall have specified to the
corporation, including by facsimile transmission, electronic mail or posting
on
an electronic network. No notice of any meeting of the Board of Directors
need
be given to any Director if such Director, by a writing filed with the records
of the meeting (and whether executed before or after such meeting), waives
such
notice, or if such Director attends the meeting without protesting prior
thereto
or at its commencement the lack of notice to him.
Section
3.3 Quorum
of and Action by Directors.
At any
meeting of the Board of Directors a majority of the number of Directors then
in
office but in no event less than two shall constitute a quorum, but a lesser
number may adjourn any meeting from time to time without further notice.
Unless
otherwise provided by law or by the Articles of Organization or by these
By-Laws, business may be transacted by a majority of the Directors then present
at any meeting at which there is a quorum. Unless otherwise provided by law
or
by the Articles of Organization or by these By-Laws, any action required
or
permitted to be taken, at any meeting of the Directors may be taken without
a
meeting if all the Directors consent to the action in writing (including
a
telecopied consent) and the written consents are filed with the records of
the
meetings of Directors. Such consents shall be treated for all purposes as
a vote
at a meeting. Directors may participate in a meeting of the Board of Directors
or a meeting of any Committee of the Board of Directors by means of a conference
telephone call or similar communications equipment by means of which all
persons
participating in the meeting can hear each other at the same time and
participation by such means shall constitute presence in person at a
meeting.
11
Section
3.4 Committees
of Directors.
The
Board of Directors may, by affirmative vote of a simple majority of the
Directors then constituting a full board, elect from its membership an Executive
Committee and such other committees as it may determine and may delegate
to any
such committee or committees some or all of its powers except those which,
by
law, the Articles of Organization or these By-Laws, it is prohibited from
delegating. Except as the Directors may otherwise determine, any such committee
may make rules for the conduct of its business, but unless otherwise provided
by
the Directors or in such rules, its business shall be conducted as nearly
as may
be in the manner as is provided by these By-Laws for the Directors.
Section
3.5 Scientific
Advisory Board.
The
Board of Directors may appoint a Scientific Advisory Board to perform such
functions and to be paid such compensation as the Board of Directors may
determine. It is intended that such a Scientific Advisory Board will consist
of
highly qualified scientists in the fields of cellular immunology, protein
biochemistry, pharmacology and such other fields as the Board of Directors
may
from time to time determine to be appropriate.
ARTICLE
IV - Executive
Officers
Section
4.1 Chairman
of the Board.
The
Chairman of the Board, if any, shall preside at all meetings of the Board
of
Directors, and shall have such authority and perform such duties, as the
Board
of Directors may from time to time determine.
Section
4.2 President
and Vice Presidents.
Unless
the Board of Directors otherwise determines, the President shall be the Chief
Executive Officer of the corporation. Except for meetings at which the Chairman
of the Board, if any, presides in accordance with Section 4.1, the President
shall, if present, preside at all meetings of stockholders and of the Board
of
Directors. He shall, subject to the control and direction of the Board of
Directors, have general supervision and control over the business of the
corporation, except as otherwise provided by these By-Laws; and he shall
have
and perform such other powers and duties as may be prescribed by these By-Laws
or from time to time be determined by the Board of Directors. The Vice
Presidents, in the order of their election, or in such other order as the
Board
of Directors may determine by specific vote or by title, shall have and perform
the power and duties of the President (or such of them as the Board of Directors
may determine) whenever the President is absent or unable to act. The Vice
Presidents shall also have such other powers and duties as may from time
to time
be determined by the Board of Directors.
Section
4.3 Treasurer
and Assistant Treasurers.
The
Treasurer shall, subject to the control and direction of the Board of Directors,
have and perform such powers and duties as may be prescribed in these By-Laws
or
from time to time be determined by the Board of Directors. He shall have
custody
of all moneys, obligations, contracts and other valuable documents of the
corporation except his own bond and the record books, and shall collect all
moneys from time to time due and owing to the corporation and disburse the
same
pursuant to the contracts and obligations of the corporation or the order
of the
Board of Directors or stockholders. He shall keep accurate books of account
of
all the transactions of the corporation. All property of the corporation
in his
custody shall be
12
subject
at all times to the inspection and control of the Board of Directors. Unless
otherwise voted by the Board of Directors, each Assistant Treasurer shall
have
and perform the powers and duties of the Treasurer whenever the Treasurer
is
absent or unable to act, and may at any time exercise such of the powers
of the
Treasurer, and such other powers and duties, as may from time to time be
determined by the Board of Directors.
Section
4.4 Secretary
and Assistant Secretaries.
The
Secretary shall be a resident of Massachusetts unless the corporation has
a
resident agent appointed for the purpose of service of process. He shall
have
and perform the powers and duties prescribed in these By-Laws, and such other
powers and duties as may from time to time be determined by the Board of
Directors. He shall attend all meetings of the stockholders and shall record
upon the record book of the corporation all votes of the corporation and
minutes
of the proceedings at such meetings. He shall have custody of the record
books
of the corporation. Any Assistant Secretary shall have such powers as the
Directors may from time to time designate. In the absence of the Secretary
from
any meeting of stockholders, an Assistant Secretary, if one be elected, or
a
Temporary Secretary designated by the person presiding at the meeting, shall
perform the duties of the Secretary. The Secretary, or, in his absence, another
designee of the Chairman of the Board, shall attend all meetings of the
Directors and shall record all votes of the Board of Directors and minutes
of
the proceedings at such meetings. He shall notify the Directors of their
meetings, and shall have and perform such other powers and duties as may
from
time to time be determined by the Board of Directors.
ARTICLE
V - Capital
Stock
Section
5.1 Certificates
of Stock.
Each
stockholder shall be entitled to a certificate of the capital stock of the
corporation owned by him. All certificates for shares of stock of the
corporation shall state the number and class of shares evidenced thereby
(and
designate the series, if any), shall be signed by the President or a Vice
President and either the Treasurer or an Assistant Treasurer, may (but need
not)
bear the seal of the corporation and shall contain such further statements
as
shall be required by law. The Board of Directors may determine the form of
certificates of stock except insofar as prescribed by law or by these By-Laws,
and may provide for the use of facsimile signatures thereon to the extent
permitted by law. If the corporation is authorized to issue more than one
class
or series of stock, every stock certificate issued while it is so authorized
shall set forth upon the face or back thereof either:
(a) The
full
text of the preferences, voting powers, qualifications and special and relative
rights of the shares of each class and series, if any, authorized to be issued
as set forth in the Articles of Organization; or
(b) a
statement of the existence of such preferences, powers, qualifications and
rights, and a statement that the Corporation will furnish a copy thereof
to the
holder of such certificate upon written request and without
charge.
13
Section
5.2 Transfers.
The
transfer of all shares of stock in the corporation shall be subject to the
restrictions, if any, imposed by the Articles of organization, these By-Laws
or
any agreement to which the corporation is a party. Every certificate for
shares
which are subject to any such restrictions on transfer shall have the
restrictions noted conspicuously on the certificate and shall also set forth
upon the face or back thereof either the full text of the restriction or
a
statement of the existence of such restriction and a statement that the
corporation will furnish a copy thereof to the holder of such certificate
upon
written request and without charge. Subject to any such restrictions, title
to a
certificate of stock and to the shares represented thereby shall be transferable
on the books of the corporation (except when closed as provided by these
By-Laws) upon surrender of the certificates therefor duly endorsed, or
accompanied by a separate document containing an assignment of the certificate
or a power of attorney to sell, assign or transfer the same, or the shares
represented thereby, signed by the person appearing by the certificate to
be the
owner of the shares represented thereby, with all such endorsements or
signatures verified if required by the corporation; but the person registered
on
the books of the corporation as the owner of the shares shall have the exclusive
right to receive dividends thereon and to vote thereon as such owner, shall
be
held liable for such calls and assessments as may lawfully be made thereon,
and
except only as may be required by law, may in all respects be treated by
the
corporation as the exclusive owner thereof. It shall be the duty of each
stockholder to notify the corporation of his address.
Section
5.3 Fixing
Record Date.
The
Board of Directors may fix in advance a time of not more than seventy days
preceding the date of any meeting of stockholders or the date for payment
of any
dividend or the making of any distribution to stockholders, or the date for
the
allotment of rights, or the date when any change or conversion or exchange
of
capital stock shall go into effect, or the last day on which the consent
or
dissent of stockholders may be effectively expressed for any purpose, as
the
record date for determining the stockholders having the right to notice of
and
to vote at such meeting and any adjournment thereof, or the right to receive
such dividend or distribution, to receive such allotment of rights, or to
exercise the rights in respect of any such change, conversion or exchange
of
capital stock, or the right to give such consent or dissent, and in such
case,
only stockholders of record on such record date shall have such right,
notwithstanding any transfer of stock on the books of the corporation after
the
record date; or without fixing such record date the Board of Directors may,
for
any such purposes, close the transfer books for all or any part of such
seventy-day period.
If
no
record date is fixed and the transfer books are not closed:
(a) the
record date for determining stockholders having the right 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.
(b) 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 acts with respect
thereto.
14
Section
5.4 Lost,
Mutilated or Destroyed Certificates.
In case
any certificate of stock of the corporation shall be lost or destroyed, a
new
certificate may be issued in place thereof on reasonable evidence of such
loss
or destruction, and upon the giving of such indemnity as the Board of Directors
may require for the protection of the corporation or any transfer agent or
registrar. In case any certificate shall be mutilated, a new certificate
may be
issued in place thereof upon such terms as the Board of Directors may
prescribe.
Section
5.5 Issue
of Stock.
Unless
otherwise voted by the incorporators or stockholders, the whole or any part
of
any unissued balance of the authorized capital stock of the corporation may
be
issued or disposed of by vote of the Board of Directors in such manner, for
such
consideration and on such terms as the Board of Directors may
determine.
Section
5.6 Dividends.
Subject
to any applicable provisions of the Articles of Organization and pursuant
to
law, dividends upon the capital stock of the corporation may be declared
by the
Board of Directors at any regular or special meeting. Dividends may be paid
in
cash, in property or in shares of the capital stock, Before payment of any
dividend, there may be set aside out of any funds of the corporation available
for dividends such sum or sums as the Board of Directors may from time to
time,
in the absolute discretion of the Board, think proper as a reserve fund to
meet
contingencies, for equalizing dividends, for repairing or maintaining any
property of the corporation, for working capital or for such other purposes
as
the Board of Directors shall think conducive to the interests of the
corporation.
ARTICLE
VI - MISCELLANEOUS
PROVISIONS
Section
6.1 Fiscal
Year.
The
fiscal year of the corporation shall end on the last day of June.
Section
6.2 Seal.
The
seal of the corporation shall bear its name, the word “Massachusetts” and the
year of its incorporation; and may bear such other device or inscription
as the
Board of Directors may determine.
Section
6.3 Execution
of Instruments.
All
deeds, lease, transfers, contracts, bonds, notes, checks, drafts and other
obligations for the payment of money made, accepted or endorsed by the
corporation shall be executed on behalf of the corporation by such person,
or
persons, as may be authorized from time to time by vote of the Board of
Directors.
Section
6.4 Contributions.
The
Board of Directors shall have authority to make donations from the funds
of the
corporation, in such amounts as the Board of Directors may determine to be
reasonable and irrespective of corporate benefit, for the public welfare
or for
community fund, hospital, charitable, religious, educational, scientific,
civic
or similar purposes, and in time of war or other natural emergency in aid
thereof.
15
Section
6.5 Evidence
of Authority.
A
certificate by the Secretary and Assistant Secretary, or a Temporary Secretary,
as to any action taken by the stockholders, Board of Directors, any Committee
of
the Board of Directors or any officer or representative of the corporation
shall, as to all persons who rely thereon in good faith, be conclusive evidence
of such action. The exercise of any power which, by law or under these By-Laws
or under any vote of the stockholders or of the Board of Directors, may be
exercised in case of absence or any other contingency, shall bind the
corporation in favor of anyone relying thereon in good faith, whether or
not the
absence or contingency existed.
Section
6.6 Indemnification
of Officers, Directors and Members of Scientific Advisory Board.
The
corporation shall indemnify and hold harmless each person, now or hereafter
an
officer or Director of the corporation, or a member of the Scientific Advisory
Board from and against any and all claims and liabilities to which he may
be or
become subject by reason of his being or having been an officer, Director
or
member of the Scientific Advisory Board of the corporation or by reason of
his
alleged acts or omissions as an officer, Director or member of the Scientific
Advisory Board of the corporation, and shall indemnify and reimburse each
such
officer, Director and member of the Scientific Advisory Board against and
for
any and all legal and other expenses reasonably incurred by him in connection
with any such claim and liabilities, actual or threatened, whether or not
at or
prior to the time which so indemnified, held harmless and reimbursed he has
ceased to be an officer, Director or member of the Scientific Advisory Board
of
the corporation, except with respect to any matter as to which such officer,
Director or member of the Scientific Advisory Board of the corporation shall
have been adjudicated in any proceeding not to have acted in good faith in
the
reasonable belief that his action was in the best interest of the corporation;
provided, however, that prior to such final adjudication the corporation
may
compromise and settle any such claims and liabilities and pay such expenses,
if
such settlement or payment or both appears, in the judgment of a majority
of
those members of the Board of Directors who are not involved in such matters,
to
be for the best interest of the corporation as evidenced by a resolution
to that
effect adopted after receipt by the corporation of a written opinion of counsel
for the corporation, that, based on the facts available to such counsel,
such
officer, Director or member of the Scientific Advisory Board of the corporation
has not been guilty of acting in a manner that would prohibit
indemnification.
Such
indemnification may include payment by the corporation of expenses incurred
in
defending a civil or criminal action or proceeding in advance of the final
disposition of such action or proceeding, upon receipt of an undertaking
by the
person indemnified to repay such payment if he shall be adjudicated not to
be
entitled to indemnification under this section.
The
corporation shall similarly indemnify and hold harmless persons who serve
at its
express written request as directors or officers of another organization
in
which the corporation owns shares or of which it is a creditor.
16
The
right
of indemnification herein provided shall be in addition to and not exclusive
of
any other rights to which any officer, Director or member of the Scientific
Advisory Board of the corporation, or any such persons who serve at its request
as aforesaid, may otherwise be lawfully entitled. As used in this Section,
the
terms “officer”, “Director”, and “member of the Scientific Advisory Board”
include their respective heirs, executors and administrators.
Section
6.7 Conflict
of Interest.
No
contract or other transaction of the corporation shall, in the absence of
fraud,
be affected or invalidated by the fact that any stockholder, Director or
officer
of the corporation or any corporation, firm or association of which he may
be a
director, officer, stockholder or member may be a party to or may have an
interest, pecuniary or otherwise, in, any such contract or other transaction,
provided that the nature and extent of his interest was disclosed to, or
known
by, the entire Board of Directors before acting on such contract or other
transaction. Except in the case of any contract or other transaction between
the
corporation and any other corporation controlling, controlled by or under
common
control with the corporation, any Director of the corporation who is also
a
director, officer, stockholder or member of any corporation, firm or association
with which the corporation proposes to contract or transact any business,
or who
has an interest, pecuniary or otherwise, in any such contract or other
transaction, may not be counted in determining the existence of a quorum
at any
meeting of the Board of Directors which shall authorize any such contract
or
such transaction, and such director shall not participate in the vote to
authorize any such contract or transaction. Any such contract or transaction
may
be authorized or approved by a majority of the directors then in office and
not
disqualified by this Section 6.7 to vote on such matters, even though the
disinterested directors do not constitute a quorum.
Section
6.8 Definitions.
All
references in the By-Laws to the following terms shall have the following
meanings unless specifically otherwise provided:
Section
6.8.1 By-Laws.
These
By-Laws, as altered or amended from time to time.
Section
6.8.2 Articles
of Organization.
The
Articles of Organization as amended from time to time.
Section
6.8.3 Number
of Directors then Constituting a Full Board.
The
number of Directors last fixed by the Directors or stockholders pursuant
to
Section 2.1 of Article II of these By-Laws.
Section
6.8.4 Annual
Meeting of Stockholders.
Either
the annual meeting of the stockholders held on the date fixed therefor, or
if it
is not held on such fixed date, a special meeting held in place
thereof.
In
addition, whenever the masculine gender is used, it shall include the feminine
and the neuter wherever appropriate.
17
Section
6.9 Control
Share Acquisitions.
The
provisions of Chapter 110D of the Massachusetts General Laws shall not apply
to
control share acquisitions, (as defined in Chapter 110D) of the
corporation.
Section
6.10 Action
with Respect to Securities of Other Corporations.
Unless
otherwise directed by the Board of Directors or the Chief Executive Officer,
the
Chief Executive Officer, the President, the Chief Financial Officer and/or
Treasurer shall have power to vote and otherwise act on behalf of the
corporation, in person or by proxy, at any meeting of stockholders of or
with
respect to any action of stockholders of any other corporation in which this
corporation may hold securities and otherwise to exercise any and all rights
and
powers which this corporation may possess by reason of its ownership of
securities in such other corporation.
Section
6.11 Regulations.
The
issue, transfer, conversion and registration of certificates of stock shall
be
governed by such other regulations as the Board of Directors may
establish.
Section
6.12 Interpretation.
The
Board of Directors shall have the power to interpret all of the terms and
provisions of these By-Laws, which interpretation shall be
conclusive.
Section
6.13 Facsimile
Signatures. In
addition to the provisions for use of facsimile signatures elsewhere
specifically authorized in these By-Laws, facsimile signatures of any officer
or
officers of the corporation may be used whenever and as authorized by the
Board
of Directors or a committee thereof.
Section
6.15 Reliance
upon Books, Reports and Records. Each
director, each member of any committee designated by the Board of Directors,
and
each officer of the corporation shall, in the performance of his or her duties,
be fully protected in relying in good faith upon the books of account or
other
records of the corporation and upon such information, opinions, reports or
statements presented to the corporation by any of its officers or employees,
or
committees of the Board of Directors so designated, or by any other person
as to
matters which such director or committee member reasonably believes are within
such other person's professional or expert competence and who has been selected
with reasonable care by or on behalf of the corporation.
Section
6.16 Time
Periods. In
applying any provision of these By-Laws which requires that an act be done
or
not be done a specified number of days prior to an event or that an act be
done
during a period of a specified number of days prior to an event, calendar
days
shall be used, the day of the doing of the act shall be excluded, and the
day of
the event shall be included.
18
ARTICLE
VII - Amendments
Section
7.1 General.
These
By-Laws may be altered, amended or repealed, in whole or in part, at any
annual
or special meeting by vote of the holders of a majority in interest of all
stock
issued and outstanding and entitled to vote; provided that the nature or
substance of the proposed alterations, amendment or repeal have been stated
in
the notice of the meeting. These By-Laws may also be altered, amended or
repealed, in whole or in part, at any regular or special meeting by vote
of a
majority of the number of Directors then constituting a full board the Board
of
Directors, except with respect to (i) any provision which by law, the Articles
of organization or these By-Laws requires action by the stockholders, (ii)
the
removal of directors or (iii) the requirements for amendment of these By-Laws.
Notice of any amendment, addition or repeal of any By-law by the Board of
Directors stating the substance of such action shall be given to all
stockholders not later than the time when notice is given of the meeting
of
stockholders next following such action by the Board of Directors. Any By-law
adopted by the Board of Directors may be amended or repealed by the
stockholders.
19