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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 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): February 26, 2024
ASTRANA HEALTH, INC.
(Exact Name of Registrant as Specified in its
Charter)
Delaware |
001-37392 |
95-4472349 |
(State or Other Jurisdiction |
(Commission |
(I.R.S. Employer |
of Incorporation) |
File Number) |
Identification No.) |
1668 S. Garfield Avenue, 2nd Floor, Alhambra, California 91801
(Address of Principal Executive Offices) (Zip Code)
(626) 282-0288
Registrant’s Telephone Number, Including
Area Code
Apollo Medical Holdings, Inc.
(Former Name or Former Address, if Changed Since
Last Report)
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:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock |
ASTH |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As previously announced, on January 25, 2024, Astrana Health, Inc.
(the “Company”) filed a Certificate of Amendment to the Company’s Restated Certificate of Incorporation with the Secretary
of State of the State of Delaware to effect a change in corporate name from “Apollo Medical Holdings, Inc.” to “Astrana
Health, Inc.” (the “Name Change”). The Name Change became effective as of 12:01 a.m. Eastern Time on February 26, 2024.
In connection with the Name Change, effective February 26, 2024, the
Company’s By-Laws were amended and restated to reflect the Name Change and incorporate all prior amendments to the By-Laws. No
other changes were made to the By-Laws. A copy of the Amended and Restated By-Laws is filed as Exhibit 3.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
In connection with the Name Change, the Company’s common stock
began trading on The Nasdaq Stock Market LLC under the new ticker symbol “ASTH” on February 26, 2024.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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.
|
ASTRANA HEALTH, INC. |
|
|
Date: February 26, 2024 |
By: |
/s/ Brandon Sim |
|
Name: |
Brandon Sim |
|
Title: |
Chief Executive Officer and President |
Exhibit 3.1
ASTRANA HEALTH, INC.
AMENDED AND RESTATED
BY-LAWS
Amended and restated as of February 26, 2024
TABLE OF CONTENTS
ARTICLE I - OFFICES |
1 |
Section 1.1 - Principal Office |
1 |
Section 1.2 - Other Offices |
1 |
|
|
ARTICLE II - SHAREHOLDERS |
1 |
Section 2.1 - Annual Meeting |
1 |
Section 2.2 - Special Meetings |
1 |
Section 2.3 - Notice of Meetings |
1 |
Section 2.4 - Quorum |
1 |
Section 2.5 - Organization |
2 |
Section 2.6 - Conduct of Business |
2 |
Section 2.7 - Proxies and Voting |
2 |
Section 2.8 - Shareholder Action By Written Consent |
2 |
Section 2.9 - Stock List |
3 |
Section 2.10 - Meetings by Telecommunication |
3 |
|
|
ARTICLE III - BOARD OF DIRECTORS |
3 |
Section 3.1 - Number and Term of Office |
3 |
Section 3.2 - Vacancies |
3 |
Section 3.3 - Regular Meetings |
4 |
Section 3.4 - Special Meetings |
4 |
Section 3.5 - Quorum |
4 |
Section 3.6 - Participation in Meetings by Conference Telephone |
4 |
Section 3.7 - Conduct of Business |
4 |
Section 3.8 - Powers |
5 |
Section 3.9 - Compensation of Directors |
5 |
Section 3.10 - Interested Directors |
5 |
Section 3.11 - Loans |
6 |
|
|
ARTICLE IV - COMMITTEES |
6 |
Section 4.1 - Committees of the Board of Directors |
6 |
Section 4.2 - Conduct of Business |
6 |
|
|
ARTICLE V - OFFICERS |
7 |
Section 5.1 - Generally |
7 |
Section 5.2 - President |
7 |
Section 5.3 - Vice-president |
7 |
Section 5.4 - Treasurer |
7 |
Section 5.5 - Secretary |
7 |
Section 5.6 - General Manager |
7 |
Section 5.7 - Delegation of Authority |
8 |
Section 5.8 - Removal |
8 |
Section 5.9 - Action with Respect to Securities of Other Corporation |
8 |
|
|
ARTICLE VI - INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS |
8 |
Section 6.1 - Generally |
8 |
Section 6.2 - Expenses |
9 |
Section 6.3 - Determination by Board of Directors |
9 |
Section 6.4 - Non-exclusive Right |
9 |
Section 6.5 - Insurance |
9 |
Section 6.6 - Violation of Law |
10 |
Section 6.7 - Coverage |
10 |
|
|
ARTICLE VII - STOCK |
10 |
Section 7.1 - Certificates of Stock |
10 |
Section 7.2 - Transfers of Stock |
10 |
Section 7.3 - Record Date |
11 |
Section 7.4 - Lost, Stolen or Destroyed Certificates |
11 |
Section 7.5 - Regulations |
11 |
|
|
ARTICLE VIII - NOTICES |
11 |
Section 8.1 - Notices |
11 |
Section 8.2 - Waivers |
11 |
|
|
ARTICLE IX - MISCELLANEOUS |
11 |
Section 9.1 - Facsimile Signatures |
11 |
Section 9.2 - Corporate Seal |
11 |
Section 9.3 - Reliance upon Books, Reports and Records |
12 |
Section 9.4 - Fiscal Year |
12 |
Section 9.5 - Time Periods |
12 |
|
|
ARTICLE X - AMENDMENTS |
12 |
Section 10.1 - Amendments |
12 |
ARTICLE I
- OFFICES
Section 1.1 - Principal Office
The principal executive office
of the corporation shall be such location as deemed necessary from time to time by the Board of Directors.
Section 1.2 - Other Offices
The corporation may also have
such other offices, either within or without the State of Delaware, as the Board of Directors may from time to time determine or the business
of the corporation may require.
ARTICLE II
- SHAREHOLDERS
Section 2.1 - Annual Meeting
An annual meeting of the shareholders,
for the selection of directors to succeed those whose terms expire and for the transaction of such other business as may properly come
before the meeting, shall be held at such place, on such date, and at such time as the Board of Directors shall fix. If the Board of Directors
does not designate a location for the annual meeting of the shareholders, such meeting shall be held at the principal executive offices
of the Corporation.
Section 2.2 - Special Meetings
Special meetings of the shareholders,
for any purpose or purposes prescribed in the notice of the meeting, may be called by the Board of Directors, the president, the chief
executive officer, or the holders of not less than one-tenth of all the shares entitled to vote at the meeting, and shall be held at such
place, on such date, and at such time as they or he shall fix.
Section 2.3 - Notice of Meetings
Written notice of the place,
date and time of all meetings of the shareholders shall be given, not less than ten nor more than sixty days before the date on which
the meeting is to be held, to each stockholder entitled to vote at such meeting, except as otherwise provided herein or required by law
(meaning, here and hereinafter, as required from time to time by the corporation statutes of the State of Delaware).
When a meeting is adjourned
to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are announced
at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty days
after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice
of the place, date, and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may
be transacted which might have been transacted at the original meeting.
Section 2.4 - Quorum
At any meeting of the shareholders,
the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute
a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law.
If a quorum shall fail to
attend any meeting, the chairman of the meeting or the holders of a majority of the shares of the stock entitled to vote who are present,
in person or by proxy, may adjourn the meeting to another place, date or time.
If a notice of any adjourned
special meeting of shareholders is sent to all shareholders entitled to vote thereat, stating that it will be held with those present
constituting a quorum, then except as otherwise required by law, those present at such adjourned meeting shall constitute a quorum, and
all matters shall be determined by a majority of the votes cast at such meeting.
Section 2.5 - Organization
Such person as the Board of
Directors may have designated or, in the absence of such a person, the highest ranking officer of the corporation who is present shall
call to order any meeting of the shareholders and act as chairman of the meeting. In the absence of the Secretary of the corporation,
the secretary of the meeting shall be the person the chairman appoints.
Section 2.6 - Conduct of Business
The chairman of any meeting
of shareholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting
and the conduct of discussion as seem to him in order.
Section 2.7 - Proxies and Voting
At any meeting of the shareholders,
every shareholder entitled to vote may vote in person or by proxy authorized by an instrument in writing filed in accordance with the
procedure established for the meeting.
Each shareholder shall have
one vote for every share of stock entitled to vote which is registered in his name on the record date for the meeting, except as otherwise
provided herein or required by law.
All voting, except on the
election of directors and where otherwise required by law, may be by a voice vote; provided, however, that upon demand therefor by a shareholder
entitled to vote or his proxy, a stock vote shall be taken. Every stock vote shall be taken by ballots, each of which shall state the
name of the shareholder or proxy voting and such other information as may be required under the procedure established for the meeting.
Every vote taken by ballots shall be counted by an inspector or inspectors appointed by the chairman of the meeting.
If a quorum is present, all
matters shall be determined by a majority of the votes cast affirmatively or negatively, unless a greater number or voting by class is
required by law, the Certificate of Incorporation of the Corporation or these By-laws. Notwithstanding the preceding sentence and anything
in the last paragraph of Section 2.4 to the contrary, all director elections shall be determined by a plurality of the votes cast.
Section 2.8 - Shareholder Action By Written
Consent
Any action which may be taken
at a meeting of the Shareholders may be taken by written consent without a meeting if such action is taken in conformance with the Delaware
Corporations Code.
Section 2.9 - Stock List
A complete list of shareholders
entitled to vote at any meeting of shareholders, arranged in alphabetical order for each class of stock and showing the address of each
such shareholder and the number of shares registered in his name, shall be open to the examination of any such shareholder, for any purpose
germane to the meeting, during ordinary business hours for a period of at least ten (10) days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified,
at the place where the meeting is to be held.
The Stock list shall also
be kept at the place of the meeting during the whole time thereof and shall be open to the examination of any such shareholder who is
present. This list shall presumptively determine the identity of the shareholders entitled to vote at the meeting and the number of shares
held by each of them.
Section 2.10 - Meetings by Telecommunication
Any meeting of the shareholders
may be conducted through the use of any means of communication which allows persons participating in the meeting to hear one another.
ARTICLE III
- BOARD OF DIRECTORS
Section 3.1 - Number and Term of Office
The authorized number of directors
shall be fixed from time to time by the Board of Directors, provided that the authorized number of directors shall not be less than one
(1).
The term of office of each
director elected or appointed at or after the 2018 annual meeting of stockholders of the Corporation shall expire at the next annual meeting
of stockholders following the date of election or appointment; provided, however, the term of any director who was elected or appointed
prior to the 2018 annual meeting of stockholders will not be shortened. Each director shall serve until his or her successor is duly elected
and qualified or until his or her death, resignation or removal.
As a result, (i) the
terms of the Class I directors shall expire at the Company’s 2018 annual meeting of stockholders, and concurrently therewith,
Class I shall be eliminated, (ii) the terms of the Class II directors shall expire at the Company’s 2019 annual meeting
of stockholders, and concurrently therewith, Class II shall be eliminated, and (iii) the terms of the Class III directors
shall expire at the Company’s 2020 annual meeting of stockholders, and concurrently therewith, Class III shall be eliminated.
Any decrease in the authorized
number of directors shall not become effective until the expiration of the term of the directors then in office unless, at the time of
such decrease, there shall be vacancies on the board which are being eliminated by the decrease. No reduction of the authorized number
of directors shall have the effect of removing any director prior to the expiration of the director’s term of office.
Section 3.2 - Vacancies
Subject to the rights of the
holders of any series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number
of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from
office or other cause shall, unless otherwise required by law or by resolution of the Board of Directors, be filled only by a majority
vote of the directors then in office, even if less than a quorum (and not by the stockholders), and directors so chosen shall serve for
a term expiring at the next annual meeting of stockholders or until such director’s successor shall have been duly elected and qualified.
No decrease in the number of authorized directors shall shorten the term of any incumbent director.
Subject to the rights of the
holders of any series of Preferred Stock then outstanding, any director, or the entire Board of Directors, may be removed from office
at any time, either for or without cause, but only by the affirmative vote of the holders of a majority in voting power of the shares
then entitled to vote thereon, voting together as a single class.
Section 3.3 - Regular Meetings
Regular meetings of the Board
of Directors shall be held at such place or places, on such date or dates, and at such time or times as shall have been established by
the Board of Directors and publicized among all directors. A notice of each regular meeting shall not be required.
Section 3.4 - Special Meetings
Special meetings of the Board
of Directors may be called by one-third of the directors then in office or by the chief executive officer and shall be held at such place,
on such date and at such time as they or he shall fix. Notice of the place, date and time of each such special meeting shall be given
by each director by whom it is not waived by mailing written notice not less than three days before the meeting or by telegraphing the
same not less than eighteen hours before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted
at a special meeting.
Section 3.5 - Quorum
At any meeting of the Board
of Directors, a majority of the total number of the whole board shall constitute a quorum for all purposes. If a quorum shall fail to
attend any meeting, a majority of those present may adjourn the meeting to another place, date or time, without further notice or waiver
thereof.
Section 3.6 - Participation in Meetings
by Conference Telephone
Members of the Board of Directors
or of any committee thereof, may participate in a meeting of such board or committee by means of conference telephone or similar communications
equipment that enables all persons participating in the meeting to hear each other. Such participation shall constitute presence in person
at such meeting.
Section 3.7 - Conduct of Business
At any meeting of the Board
of Directors, business shall be transacted in such order and manner as the board may from time to time determine, and all matters shall
be determined by the vote of a majority of the directors present, except as otherwise provided herein or required by law. Action may be
taken by the Board of Directors without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board of Directors.
Section 3.8 - Powers
The Board of Directors may,
except as otherwise required by law, exercise all such powers and do all such acts and things as may be exercised or done by the corporation,
including, without limiting the generality of the foregoing, the unqualified power:
|
(a) |
To
declare dividends from time to time in accordance with law; |
| (b) | To purchase or otherwise acquire any property, rights or privileges on such terms as it shall determine; |
| (c) | To authorize the creation, making and issuance, in such form as it may determine, of written obligations
of every kind, negotiable or non-negotiable, secured or unsecured, and to do all things necessary in connection therewith; |
| (d) | To remove any officer of the corporation with or without cause, and from time to time to devolve the powers
and duties of any officer upon any other person for the time being; |
| (e) | To confer upon any officer of the corporation the power to appoint, remove and suspend subordinate officers
and agents; |
| (f) | To adopt from time to time such stock option, stock purchase, bonus or other compensation plans for directors,
officers and agents of the corporation and its subsidiaries as it may determine; |
| (g) | To adopt from time to time such insurance, retirement and other benefit plans for directors, officers
and agents of the corporation and its subsidiaries as it may determine; and |
| (h) | To adopt from time to time regulations, not inconsistent with these By-laws, for the management of the
corporation’s business and affairs. |
Section 3.9 - Compensation of Directors
Directors, as such, may receive,
pursuant to resolution of the Board of Directors, fixed fees and other compensation for their services as directors, including, without
limitation, their services as members of committees of the directors.
Section 3.10 - Interested Directors
| (a) | No contract or transaction between the corporation and one or more of its directors or officers, or between
the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers,
are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director
or officer is present at or participates in the meeting of the board or committee which authorizes the contract or transaction, or solely
because his or their votes are counted for such purpose, if; |
| (1) | The material facts as to his relationship or interest and as to the contract or transaction are disclosed
or are known to the Board of Directors or the committee, and the board or committee in good faith authorizes the contract or transaction
by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum;
or |
| (2) | The material facts as to his relationship or interest and as to the contract or transaction are disclosed
or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote
of the shareholders; or |
| (3) | The contract or transaction is fair as to the corporation as of the time it is authorized, approved or
ratified, by the Board of Directors, a committee or the shareholders. |
| (b) | Common or interested directors may be counted in determining the presence of a quorum at a meeting of
the Board of Directors or of a committee which authorizes the contract or transaction. |
Section 3.11 - Loans
The corporation shall not
lend money to or use its credit to assist its officers, directors or other control persons without authorization in the particular case
by the shareholders, but may lend money to and use its credit to assist any employee, excluding such officers, directors or other control
persons of the corporation or of a subsidiary, if such loan or assistance benefits the corporation.
ARTICLE IV
- COMMITTEES
Section 4.1 - Committees of the Board
of Directors
The Board of Directors, by
a vote of a majority of the whole board, may from time to time designate committees of the board, with such lawfully powers and duties
as it thereby confers, to serve at the pleasure of the board and shall, for those committees and any others provided for herein, elect
a director or directors to serve as the member or members, designating, if it desires, other directors as alternative members who may
replace any absent or disqualified member at any meeting of the committee. Any committee so designated may exercise the power and authority
of the Board of Directors to declare a dividend or to authorize the issuance of stock if the resolution which designates the committee
or a supplemental resolution of the Board of Directors shall so provide. In the absence or disqualification of any member of any committee
and any alternate member in his place, the member or members of the committee present at the meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting
in the place of the absent or disqualified member.
Section 4.2 - Conduct of Business
Each committee may determine
the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided
herein or required by law. Adequate provisions shall be made for notice to members of all meetings; a majority of the members shall constitute
a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum; and all matters
shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if all members thereof
consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of such committee.
ARTICLE V
- OFFICERS
Section 5.1 - Generally
The officers of the corporation
shall consist of a president, one or more vice-presidents, a secretary, a treasurer and such other subordinate officers as may from time
to time be appointed by the Board of Directors. Officers shall be elected by the Board of Directors, which shall consider that subject
at its first meeting after every annual meeting of shareholders. Each officer shall hold his office until his successor is elected and
qualified or until his earlier resignation or removal. Any number of offices may be held by the same person.
Section 5.2 - President
The President shall be the
chief executive officer of the corporation, except as set forth in Section 5.6 of this Article. Subject to the provisions of these
By-laws and to the direction of the Board of Directors, he shall have the responsibility for the general management and control of the
affairs and business of the corporation and shall perform all duties and have all powers which are commonly incident to the office of
chief executive or which are delegated to him by the Board of Directors. He shall have power to sign all stock certificates, contracts
and other instruments of the corporation which are authorized. He shall have general supervision and direction of all of the other officers
and agents of the corporation.
Section 5.3 - Vice-president
Each vice-president shall
perform such duties as the Board of Directors shall prescribe. In the absence or disability of the President, the vice-president who has
served in such capacity for the longest time shall perform the duties and exercise the powers of the President.
Section 5.4 - Treasurer
The treasurer shall have the
custody of the monies and securities of the corporation and shall keep regular books of account. He shall make such disbursements of the
funds of the corporation as are proper and shall render from time to time an account of all such transactions and of the financial condition
of the corporation.
Section 5.5 - Secretary
The secretary shall issue
all authorized notices for, and shall keep minutes of, all meetings of the shareholders and the Board of Directors and shall have charge
of the corporate books.
Section 5.6 - General Manager
The Board of Directors may
employ and appoint a general manager who may, or may not, be one of the officers or directors of the corporation. If employed by the Board
of Directors he shall be the chief operating officer of the corporation and, subject to the directions of the Board of Directors, shall
have general charge of the business operations of the corporation and general supervision over its employees and agents. He shall have
the exclusive management of the business of the corporation and of all of its dealings, but at all times subject to the control of the
Board of Directors. Subject to the approval of the Board of Directors or a committee, he shall employ all employees of the corporation,
or delegate such employment to subordinate officers, or division officers, or division chiefs, and shall have authority to discharge any
person so employed. He shall make a report to the President and directors quarterly, or more often if required to do so, setting forth
the results of the operations under his charge, together with suggestions regarding the improvement and betterment of the condition of
the corporation, and shall perform such other duties as the Board of Directors shall require.
Section 5.7 - Delegation of Authority
The Board of Directors may,
from time to time, delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof.
Section 5.8 - Removal
Any officer of the corporation
may be removed at any time, with or without cause, by the Board of Directors.
Section 5.9 - Action with Respect to Securities
of Other Corporation
Unless otherwise directed
by the Board of Directors, the president shall have power to vote and otherwise act on behalf of the corporation, in person or by proxy,
at any meeting of shareholders of or with respect to any action of shareholders 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.
ARTICLE VI
- INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS
Section 6.1 - Generally
The corporation shall have
the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea
of nolo contendere or items equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal
action or proceeding, had reasonable cause to believe that his conduct was lawful.
The corporation shall have
the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorney’s fees) actually
and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall
be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct
in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person
is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.
Section 6.2 - Expenses
To the extent that a director,
officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding
referred to in Section 6.1 of this Article, or in defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorney’s fees) actually and reasonably incurred by him in connection therewith. Expenses incurred in defending
a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit
or proceeding as authorized in the manner provided in Section 6.3 of this Article upon receipt of an undertaking by or on behalf
of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified
by the corporation as authorized in this Article.
Section 6.3 - Determination by Board of
Directors
Any indemnification under
Section 6.1 of this Article (unless ordered by a court) shall be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has
met the applicable standard of conduct set forth in Section 6.1 of this Article. Such determination shall be made by the Board of
Directors by a majority vote of a quorum of the directors, or by the shareholders.
Section 6.4 - Non-exclusive Right
The indemnification provided
by this Article shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement,
vote of shareholders or interested directors or otherwise, both as to action in his official capacity and as to action in another capacity
while holding such office and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure
to the benefit of the heirs, executors and administrators of such a person.
Section 6.5 - Insurance
The corporation shall have
power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising
out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions
of this Article.
The corporation’s indemnity
of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be reduced
by any amounts such person may collect as indemnification (i) under any policy of insurance purchased and maintained on his behalf
by the corporation or (ii) from such other corporation, partnership, joint venture, trust or other enterprise.
Section 6.6 - Violation of Law
Nothing contained in this
Article, or elsewhere in these By-laws, shall operate to indemnify any director or officer if such indemnification is for any reason contrary
to law, either as a matter of public policy, or under the provisions of the Federal Securities Act of 1933, the Securities Exchange Act
of 1934, or any other applicable state or federal law.
Section 6.7 - Coverage
For the purposes of this Article,
references to “the corporation” include all constituent corporations absorbed in a consolidation or merger as well as the
resulting or surviving corporation so that any person who is or was a director, officer, employee or agent of such a constituent corporation
or is or was serving at the request of such a constituent corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article with
respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.
ARTICLE VII
- STOCK
Section 7.1 - Certificates of Stock
The shares of stock of the
corporation shall be represented by a certificate, unless and until the Board of Directors adopts a resolution permitting shares to be
uncertificated. Notwithstanding the adoption of any such resolution providing for uncertificated shares, every holder of stock of the
corporation theretofore represented by certificates and, upon request, every holder of uncertificated shares, shall be entitled to a certificate
signed by, or in the name of the corporation by, the President or a vice-president, and by the secretary or an assistant secretary, or
the treasurer or an assistant treasurer, certifying the number of shares owned by him. Any of or all the signatures on the certificate
may be facsimile.
Section 7.2 - Transfers of Stock
Stock of the corporation shall
be transferable in the manner prescribed by applicable law and in these By-laws. Transfers of stock shall be made on the books of the
corporation, and in the case of certificated shares of stock, only by the person named in the certificate or by such person’s attorney
lawfully constituted in writing and, except where a certificate is issued in accordance with Section 7.4 of this Article, upon the
surrender of the certificate therefor, properly endorsed for transfer and payment of all necessary transfer taxes; or, in the case of
uncertificated shares of stock, upon receipt of proper transfer instructions from the registered holder of the shares or by such person’s
attorney lawfully constituted in writing, and upon payment of all necessary transfer taxes and compliance with appropriate procedures
for transferring shares in uncertificated form; provided, however, that such surrender and endorsement, compliance or payment of taxes
shall not be required in any case in which the officers of the corporation shall determine to waive such requirement. With respect to
certificated shares of stock, every certificate exchanged, returned or surrendered to the corporation shall be marked “Cancelled,”
with the date of cancellation, by the secretary or assistant secretary of the corporation or the transfer agent thereof. No transfer of
stock shall be valid as against the corporation for any purpose until it shall have been entered in the stock records of the corporation
by an entry showing from and to whom transferred.
Section 7.3 - Record Date
The Board of Directors may
fix a record date, which shall not be more than sixty nor less than ten days before the date of any meeting of shareholders, nor more
than sixty days prior to the time for the other action hereinafter described, as of which there shall be determined the shareholders who
are entitled: to notice of or to vote at any meeting of shareholders or any adjournment thereof; to express consent to corporate
action in writing without a meeting; to receive payment of any dividend or other distribution or allotment of any rights; or
to exercise any rights with respect of any change, conversion or exchange of stock or with respect to any other lawful action.
Section 7.4 - Lost, Stolen or Destroyed
Certificates
In the event of the loss,
theft or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board of Directors
may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity.
Section 7.5 - 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.
ARTICLE VIII
- NOTICES
Section 8.1 - Notices
Whenever notice is required
to be given to any shareholder, director, officer, or agent, such requirement shall not be construed to mean personal notice. Such notice
may in every instance be effectively given by depositing a writing in a post office or letter box, in a postpaid, sealed wrapper, or by
dispatching a prepaid telegram, addressed to such shareholder, director, officer, or agent at his or her address as the same appears on
the books of the corporation. The time when such notice is dispatched shall be the time of the giving of the notice.
Section 8.2 - Waivers
A written waiver of any notice,
signed by a shareholder, director, officer or agent, whether before or after the time of the event for which notice is given, shall be
deemed equivalent to the notice required to be given to such shareholder, director, officer or agent. Neither the business nor the purpose
of any meeting need be specified in such a waiver.
ARTICLE IX
- MISCELLANEOUS
Section 9.1 - Facsimile Signatures
In addition to the provisions
for the 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 9.2 - Corporate Seal
The Board of Directors may
provide a suitable seal, containing the name of the corporation, which seal shall be in the charge of the secretary. If and when so directed
by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the treasurer or by the assistant secretary
or assistant treasurer.
Section 9.3 - 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 duties, be
fully protected in relying in good faith upon the books of account or other records of the corporation, including reports made to the
corporation by any of its officers, by an independent certified public accountant, or by an appraiser selected with reasonable care.
Section 9.4 - Fiscal Year
The fiscal year of the corporation
shall be as fixed by resolution of the Board of Directors.
Section 9.5 - Time Periods
In applying any of these By-laws
which require that an act be done or not done a specified number of days prior to any 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.
ARTICLE X
- AMENDMENTS
Section 10.1 - Amendments
These By-laws, or any portion
hereof, may be amended or repealed by the Board of Directors at any meeting or by the shareholders at any meeting.
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