Laserfiche WebLink
<br />"No stockholder of this corporation shall by reason <br />of his holding shares of stack have any pre-emptive <br />or preferential right to purchase or subscribe to any <br />shares of any class of This corporation, now or here- <br />after to be authorized, or any notes, debentures, bonds, <br />or other securities convertible into or carrying options <br />or warrants to purchase sharps of any class now or <br />hereafter to be authorized {whether or not the issuance <br />of any such shares, or such notes, debentures, bonds <br />or other securities would adversely affect the dividend <br />or voting rights of such stockholders other than such <br />rights, if any, as the Board of Directors, in its dis- <br />cretion from time to time may grant, and at such price <br />as the Board of Directors in iLs discretion :ray fix; <br />and the Board of Directors may issue shares of any <br />class of this corporation or any notes, debentures, <br />bonds, or other securities convertible into or carry- <br />ing options or warrants to purchase shares of any <br />class without offering any such shares of any class, <br />either in whole or in part to the existing stockholders <br />of any class." <br />SEVENTH: Provisions for the regulation of the internal af- <br />fairs of the corporation are as follows: <br />(A) Interest of Directors in Transactions. In the absence <br />of fraud, no contract or of er transaction between t e corporation <br />and any other person, corporation, firm, syndicate, association, <br />partnership, or joint venture shall be wholly or partially invalidated <br />or otherwise affected by reason of the fact tht one or more of the <br />directors of the corporation are or become directors or officers of <br />such other corporation, firm, syndicate or association, or members of <br />such partnership or joint venture, or are pecuniarily or otherwise <br />interested in such contractual transaction, provided, that the fact that <br />such director or directors of the corporation are so situated or so inter- <br />ested or bath, shal_1 be disclosed or shall have been known to the board <br />of directors of the corporation. Any director or directors of the corpor- <br />ation who are also a director or officer of such other corporation, firm, <br />syndicate, or association or a member of such partnership, or joint <br />venture, or pecuniarily or otherwise interested in such contract or <br />transaction, may be taunted for the purpose of determining the exis- <br />tence of a quorum at any meeting of the board of directors of the <br />corporation which shall authorize any-such-contract or-- transaction,-and <br />in the absence of fraud, and as long as he acts in good faith, any such <br />director may vote thereat to authorize any such contract or transaction, <br />with like force and effect as if he were not a director or officer of such <br />other corporation, firm, syndicate, or association, or a member of such <br />partnership, or joint venture or pecuniarily or otherwise interested in <br />such contract or transaction. No director or directors having such <br />disclosed adverse interest shall be liable to the corporation or to any <br />-- <br /> <br /> <br />