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SEAT BY ~ 10- ~-92 ~ 12 ~ 13P:11 ~C ? SYS. LOS ,~~GE1.ES- 302 fi5S bO~9 ~ T 3i } <br />($100,000.00). <br />5. The corporation is to have perpetual existence. <br />G. In furtherance and not in limitation of the powers <br />conferred by statute, the board of directors is <br />expressly authorized to make, alter or repeal the <br />by-laws of the corporation. <br />7. Meetings of stockholders may be held within or <br />without the State of Delaware, as the by-laws may <br />provide. The books of the corporation may be kept <br />(subject to any provision contained in the <br />statutes) outside the State of Delaware at such <br />place or places as may be designated from time to <br />time by the board of directors or in the by-laws oP <br />the corporation. Elections of directors need not <br />be by written ballot unless the by-laws of the <br />corporation shall so provide. <br />8. The corporation reserves the right to amend, alter, <br />change or repeal any provision contained in this <br />certificate of incorporation, in the manner now or <br />hereafter prescribed by statute, and all rights <br />conferred upon stockholders herein are granted <br />subject to this reservation. <br />9. To the fullest extent permitted by the General <br />Corporation Law of Delaware as the same exists or <br />may hereafter be amended, a director of the Campany <br />shall not be liable to the Company or its <br />Stockholders for monetary damages for breach of <br />fiduciary duty as a director. If the General <br />Corporation Law of Delaware is amended after <br />approval by the Stockholders of this provision to <br />authorize corporate action further eliminating or <br />limiting the personal Liability of directors, then <br />the liability of a director of the Company shall be <br />eliminated or limited to the fullest extent <br />permitted by the General Corporation Law of <br />Delaware, as so amended. Any repeal or <br />modification of this Article 9 by the Stockholders <br />of the Company shall not adversely affect any right <br />or protection of a director of the Company existing <br />at the time of such repeal or modification or with <br />respect to events occurring prior to such time. <br />4. This Restated Certificate of lncorporation was duly <br />adopted by unanimous written consent of the stockholders in <br />2 <br />