Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf of the undersigned hereunto
duly authorized.
|
SYS
(Registrant)
|
Date:
October 5,
2007
|
Michael W. Fink, Secretary
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EXHIBIT
99.1
Resolutions
to Amend the Company’s Bylaws Concerning Non-Certificated
Securities
WHEREAS,
Section 416(b) of the California General Corporation Law provides that a
corporation may adopt a system of issuance, recordation and transfer of its
shares by electronic or other means not involving any issuance of
certificates;
WHEREAS,
Article VIII, Section 4 of the Company’s Bylaws requires that a
certificate or certificates for shares of the capital stock of the Company
be
issued to each shareholder when any such shares are fully paid;
WHEREAS,
The American Stock Exchange has adopted rules which require that listed
companies and their securities be eligible for the Depository Trust Company’s
Direct Registration System by January 1, 2008 and such eligibility requires
that the Company be authorized by its charter documents to issue
non-certificated securities.
NOW,
THEREFORE, BE IT RESOLVED that Article VIII, Section 4 of the
Company’s Bylaws is hereby amended to read in full as follows:
Section
4.
Stock
Certificates
A
certificate or certificates for shares of the capital stock of the corporation
shall be issued to each shareholder when any such shares are fully paid,
and the
board of directors may authorize the issuance of certificates or shares as
partly paid provided that such certificates shall state the amount of the
consideration to be paid therefore and the amount paid thereon. All
certificates shall be signed in the name of the corporation by the Chairman
of
the Board or Vice Chairman of the Board or the President or Vice President
and
by the Chief Financial Officer or an Assistant Treasurer or the Secretary
or any
Assistant Secretary, certifying the number of shares and the class or series
of
shares owned by the shareholder. Any or all of the signatures on the
certificate may be facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon
a
certificate shall have ceased to be such an officer, transfer agent or registrar
before such certificate is issued, it may be issued by the corporation with
the
same effect as if such person were an officer, transfer agent or registrar
at
the date of issue. Notwithstanding the foregoing, this corporation
may adopt a system of issuance, recordation and transfer of its shares by
electronic or other means not involving any issuance of certificates, including
provisions for notice to purchasers in substitution for the required statements
on certificates under Sections 417, 418, and 1302 of the California General
Corporation Law, and as may be required by the California Commissioner of
Corporations in administering the Corporate Securities Law of 1968, which
system
(i) has been approved by the United States Securities and Exchange
Commission, (ii) is authorized in a statute of the United States, or
(iii) is in accordance with Division 8 of the Uniform Commercial Code
as adopted in the State of California.
RESOLVED
FURTHER that the proper officers of this corporation are hereby authorized
and
empowered, for and on behalf of the corporation, to negotiate, execute, and
deliver such agreements, instruments, papers and documents with the Company’s
transfer agent and the Depository Trust Company as such officers, in their
discretion, deem necessary or advisable in order to implement this corporation’s
participation in the Direct Registration System for the corporation’s
shares.
RESOLVED
FURTHER, that the proper officers of this corporation are hereby authorized
and
empowered, for and on behalf of this corporation, to take all such further
actions and to execute, deliver, and file all such further documents as they,
in
their discretion, deem necessary or advisable in connection with the foregoing
resolutions.