03-24-1999 Council Agenda - Laserfiche WebLink

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absence at any meeting, the President, an Assistant Secretary or a Secretary Pro Tempore shall perform the Secretary's duties. Section 4.07, Removal and Vacancies. Any officer may be removed from office by a majority of the whole Board of Directors, with or without cause. Such removal, however, shall be without prejudice to the contract rights of the person so removed. If there is a vacancy among the officers of the corporation by reason of death, resignation or otherwise, such vacancy may be filled for the unexpired term by the Board of Directors. Section 4.08. Deletration of Authority. An officer elected or appointed by the Board may delegate some or all of the duties or powers of such office to other persons, provided that such delegation is in writing. ARTICLE V SHARES AND THEIR TRANSFER Section 5.01. Certificates for Shares. Every shareholder of this corporation shall be entitled to a certificate, to be in such form as prescribed by law and adopted by the Board of Directors, certifying the number of shares of the corporation owned by such shareholder. The certificates shall be numbered in the order in which they are issued and shall be signed by the President. If a Secretary has been elected, the certificates may also be signed by the Secretary. Every certificate surrendered to the corporation for exchange or transfer shall be canceled and no new certificate or certificates shall be issued in exchange for any existing certificate until such existing certificate has been so canceled. Section 5.02. Transfer of Shares. Transfer of shares on the books of the corporation may be authorized by the shareholder named in the certificate or the shareholder's legal representative. The corporation may treat as the absolute owner of the shares of the corporation the person or persons in whose name or names the shares are registered on the books of the corporation. The legend on the reverse side of all certificates for shares of the corporation shall read: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE LAWS AND MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCHREGISTRATION UNLESS PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. THE COMPANY RESERVES THE RIGHT TO REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO IT BEFORE EFFECTING ANY TRANSFER OF THE SHARES. Section 5.03. Lost Certificates. A new share certificate may be issued in place of one that is alleged to have been lost, stolen or destroyed, but only in accordance with applicable law and such other reasonable requirements imposed by the Board of Directors. Docf 102581211 Page 107