as Amended: October 16, 2015
The annual meeting of stockholders for the election of Directors and for the
transaction of such other proper business, notice of which is given in the
notice of the meeting, shall be held on such date and at such time and place,
within or without the State of Delaware, as shall be designated by the Board
of Directors and set forth in the notice of such meeting. Annual meetings
shall be held within thirteen months subsequent to the date of the last annual
meeting of stockholders.
Special meetings of the stockholders may be called at any time by the Chairman
of the Board of Directors or by the Chief Executive Officer of the Corporation
or by the Board of Directors. If requested in writing by the holders of not
less than 25% of the aggregate of the Corporation's then outstanding capital
stock specifying the purpose or purposes of the meeting and delivered to the
Chairman of the Board, the Chief Executive Officer or the Secretary, special
meetings of stockholders shall be called by the Chairman of the Board, the
Chief Executive Officer or the Secretary. Only such business as is specified
in the notice of any special meeting of the stockholders shall come before a
special meeting. If a special meeting is properly called by the stockholders,
the Board of Directors shall determine the time and place of such special
meeting, which shall be held not less than thirty-five (35) and not more than
one hundred twenty (120) days after the date of receipt of the request. For a
special meeting to be properly called by the stockholders, the request in
writing for such special meeting shall be adequate as provided in Section 1.08
below. Special meetings shall be held at such place within or without the State
of Delaware and at such hour as may be designated in the notice of such meeting
and the business transacted shall be confined to the object stated in the
notice of the meeting.
Notice of Stockholders' Meetings.
The notice of all meetings of stockholders shall be in writing and shall state
the place, date and hour of the meeting. The notice of an annual meeting shall
state that the meeting is called for the election of the Directors to be elected
at such meeting and for the transaction of such other business as is stated
in the notice of the meeting. The notice of a special meeting shall state the
purpose or purposes for which the meeting is called and shall also indicate that
it is being issued by or at the direction of the person or persons calling the
A copy of the notice of each meeting of stockholders shall be given, personally
or by mail, not less than ten days nor more than sixty days before the date of
the meeting, to each stockholder entitled to vote at such meeting at his or her
record address or at such other address as he may have furnished by request in
writing to the Secretary of the Corporation. If a meeting is adjourned to
another time or place, and, if any announcement of the adjourned time or place
is made at the meeting, it shall not be necessary to give notice of the
adjourned meeting unless the adjournment is for more than thirty days or the
Directors, after adjournment, fix a new record date for the adjourned meeting.
Notice of a meeting need not be given to any stockholder who submits a signed
waiver of notice, in person or by proxy, whether before or after the meeting.
The attendance of a stockholder at a meeting, in person or by proxy, without
protesting prior to the conclusion of the meeting the lack of notice of such
meeting shall constitute a waiver of notice of the meeting.
Quorum at Stockholders' Meetings: Vote Required.
At any meeting of the stockholders the holders of a majority of the outstanding
shares entitled to vote thereat shall constitute a quorum. If there shall be
less than a quorum at any meeting of the stockholders a majority of those
present in person or by proxy may adjourn the meeting.
Directors shall be elected by a plurality of the votes cast at a meeting of
stockholders by the holders of shares entitled to vote in the election.
Whenever any corporate action, other than the election of Directors, is to be
taken by vote of the stockholders, it shall, except as otherwise required by
the General Corporation Law, be authorized by a majority of the votes cast at a
meeting of stockholders by the holders of shares entitled to vote thereon.
The Chairman of the Board, if there shall be an incumbent Chairman of the
Board, or, otherwise the person designated by the Board of Directors (or, in
the absence of such designation, the highest ranking officer of the Corporation
who is present at the meeting) shall call to order meetings of stockholders and
shall act as chairman of such meetings. The Secretary of the Corporation shall
act as secretary of meetings of stockholders. If the Secretary of the
Corporation is absent from the meeting, the secretary of the meeting shall be
such person as the chairman of the meeting shall appoint.
Conduct of Business.
The chairman of any meeting of stockholders shall determine the order of
business and the procedures to be followed at the meeting, including regulation
of the manner of voting and of the conduct of discussion. The chairman or
secretary of the meeting shall announce at the meeting the date and time of the
opening and the closing of the polls for each matter upon which the
stockholders will vote.
Inspectors at Stockholders' Meetings.
The Board of Directors, in advance of any stockholders meeting, may appoint one
or more inspectors to act at the meeting or any adjournment thereof. If
inspectors are not so appointed, the person presiding at the stockholders'
meeting may, and on the request of any stockholder entitled to vote thereat
shall, appoint one or more inspectors. In case any person appointed fails to
appear or act, the vacancy may be filled by appointment made by the Board of
Directors in advance of the meeting or at the meeting by the person presiding
thereat. Each inspector, before entering upon the discharge of his or her
duties, shall take and sign an oath faithfully to execute the duties of
inspector at such meeting with strict impartiality and according to the best of
his or her ability.
The inspectors shall determine the number of shares outstanding and the voting
power of each, the shares represented at the meeting, the existence of a quorum,
the validity and effect of proxies, and shall receive votes, ballots or
consents, hear and determine all challenges and questions arising in connection
with the right to vote, count and tabulate all votes, ballots or consents,
determine the result, and do such acts as are proper to conduct the election or
vote with fairness to all stockholders. On request of the person presiding at
the meeting or any stockholder entitled to vote thereat, the inspectors shall
make a report in writing of any challenge, question or matter determined by them
and execute a certificate of any fact found by them. Any report or certificate
made by them shall be prima facie evidence of the facts stated and of the vote
as certified by them.
Proper Business; Stockholder Proposals; Notice Requirements; Nomination of
Directors for Election.
At an annual meeting of the stockholders, only such business shall be conducted
as shall have been properly brought before the meeting. To be properly brought
before the meeting, business must be (i) specified in the notice of the meeting
given by or at the direction of the Board of Directors, (ii) properly brought
before the meeting by or at the direction of the Board of Directors, or (iii)
otherwise properly brought before the meeting by a stockholder of the
Corporation who gives timely and adequate written notice to the Secretary of
the Corporation of such business such stockholder intends to bring before the
meeting, was a stockholder of record at the time such stockholder gives such
notice and who is entitled to vote at the meeting.
To be timely, such notice must be received by the Secretary not earlier than
one hundred fifty (150) and not later than ninety (90) days before the first
anniversary of the annual meeting in the preceding year.
To be adequate, such notice shall set forth as to each matter the stockholder
proposes to bring before the meeting (i) a brief description of the business
desired to be brought before the meeting which business shall be a proper
matter for stockholder action under the Delaware General Corporation Law, (ii)
the reasons for conducting such business at the meeting, (iii) any material
interest in such business of the stockholder of record and the beneficial
owners, if any, on whose behalf the proposal is made, (iv) the name and address
of the stockholder of record and such beneficial stockholders, if any, (v) the
class and number of shares owned by the stockholder of record and such
beneficial owners, (vi) a representation by such stockholder of record that
such stockholder intends to appear at the meeting in person or by proxy to
bring the business before the meeting, and (vii) if such business includes a
proposal to amend the Certificate of corporation or the By-Laws of the
Corporation, the language of the proposed amendment.
Where the business proposed is the nomination for election or re-election of a
Director or Directors at an annual or special meeting, a notice of proposed
business intended to be brought before an annual meeting or a request in
writing for a special meeting by holders of the proper amount of the
Corporations capital stock, shall, in order to be adequate, set forth as to
each person whom the stockholder or stockholders propose to nominate for
election or reelection as a Director, (i) the name, age, business address and
residence address of the person, (ii) the principal occupations or employments
of the person currently and for the prior five years, (iii) a description of
all arrangements or understandings between or among the person or persons
proposed as a nominee and the proposing stockholder or stockholders and any
other persons including their names, and (iv) a statement signed by the person
that such person consents to being named as a nominee, and, if elected, the
person intends to serve as a Director.
The Corporation may require any proposed nominee to furnish such other
information as may reasonably be required by the Corporation to determine the
eligibility of the proposed nominee to serve as a Director of the Corporation.
Information concerning the proposed nominee need not be included in the proxy
statement furnished to stockholders by the Corporation in connection with an
annual meeting and nothing in this Section is intended to govern or shall be
deemed to affect any rights of stockholders or the Corporation to request or
deny inclusion of proposals in a proxy statement issued by the Corporation
pursuant to Rule 14a-8 under the Securities Exchange Act of 1934. These
provisions shall not apply to nomination of any persons entitled to be
separately elected by holders of any class or series of capital stock pursuant
to the terms of such capital stock or pursuant to the terms of any contract to
which the Corporation shall be a party.
Proxies and Voting.
At any meeting of stockholders, each stockholder entitled to vote may vote in
person or by proxy. Each stockholder shall have one vote for each share of
capital stock entitled to vote which is registered in his or her name on the
record date for the meeting, except as otherwise provided in these By- Laws or
as otherwise required by law. All voting by stockholders, except on the
election of Directors and except as otherwise required by law, may be by voice
vote; provided, however, that upon demand therefor by a stockholder (or by his
or her proxy) entitled to vote, a stock vote shall be taken. Each stock vote
shall be taken by written ballots, each of which shall state the name of the
stockholder (or proxy) voting. Each vote taken by ballots shall be counted by
an inspector or inspectors appointed by the chairman of the meeting. Elections
of Directors shall be determined by a plurality of the votes cast; except as
otherwise required by law, all other matters shall be determined by a majority
of votes cast.
Any meeting of stockholders, annual or special, may be adjourned from time to
time to reconvene at the same place or another place. Notice need not be given
of any such adjourned meeting if the date, time, and place thereof are
announced at the meeting at which the adjournment is taken; provided, however,
that if the adjournment is for more than thirty (30) days or if a new record
date is fixed for the adjourned meeting, written notice of the date, time, and
place of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the adjourned meeting. At the adjourned meeting, any
business may be transacted which might have been transacted at the original
Qualifications and Number; Vacancies.
A Director need not be a shareholder, a citizen of the United States, or a
resident of the State of Delaware. The number of Directors shall be three or more, as fixed from time to time by resolution of the Board of Directors; provided, however, that the number of Directors shall not be reduced so as to shorten the tenure of any Director at the time in office and provided that the number of Directors shall not be less than three. Each of the Directors shall hold office until the next annual meeting of shareholders and until their successor shall have been elected and qualified.
Any Director may be removed for cause by the vote of stockholders holding 50% or more of the issued and oustanding common stock of the Company.
Vacancies and newly created directorships resulting from any increase in the
authorized number of Directors may be filled by a majority of the Directors then
in office, though less than a quorum, or by a sole remaining Director.
Each director shall hold office until the next annual meeting of shareholders
and until his successor has been elected and qualified, or until the Director
shall sooner resign, retire, become deceased or be removed by the stockholders.
Any Director may resign at any time by submitting an electronic transmission or
by delivering a written notice of resignation, signed by such Director to the
Chairman, the Chief Executive Officer or the Secretary. Unless otherwise
specified therein, such resignation shall take effect upon delivery.
Place and Time of Meetings of the Board.
Regular and special meetings of the Board shall be held at such places (within
or without the State of Delaware) and at such times as may be fixed by the Board
or upon call of the Chief Executive Officer of the Corporation (or of the
executive committee if constituted) or of any two Directors, provided that the
Board of Directors shall hold at least four meetings a year.
Quorum and Manner of Acting.
A majority of the entire Board of Directors shall constitute a quorum for the
transaction of business, but if there shall be less than a quorum at any
meeting of the Board, a majority of those present (or if only one be present,
then that one) may adjourn the meeting from time to time and the meeting may be
held as adjourned without further notice. At all meetings of Directors, a quorum
being present, all matters shall be decided by the vote of a majority of the
Directors present at the time of the vote.
Chairman of the Board.
The Directors may elect one of their members to be Chairman of the Board of
Directors. The Chairman of the Board of Directors shall be subject to the
control of, and may be removed with or without cause by, the Board of
Directors. The Chairman of the Board of Directors shall perform such duties as
may from time to time be assigned to him or her by the Board of Directors.
Remuneration of Directors.
In addition to reimbursement for his or her reasonable expenses incurred in
attending meetings or otherwise in connection with his or her attention to the
affairs of the Corporation, each Director as such, and as a member of any
committee of the Board, shall be entitled to receive such remuneration as may
be fixed from time to time by the Board.
Notice of Meetings of the Board.
Regular meetings of the Board may be held without notice if the time and place
of such meetings are fixed by the Board. All regular meetings of the Board, the
time and place of which have not been fixed by the Board, and all special
meetings of the Board shall be held upon twenty-four hours' notice to the
Directors given by letter or confirmed fascimile email or other electronic
means. No notice need specify the purpose of the meeting. Any requirement of
notice shall be effectively waived by any Director who signs a waiver of notice
before or after the meeting or who attends the meeting without protesting
(prior thereto or at its commencement) the lack of notice to him. Meetings of
the Board of Directors may be held without notice immediately after annual
meetings of stockholders.
Executive Committee and Other Committees.
The Board of Directors, by resolution adopted by a majority of the entire Board,
may designate from among its members an Executive Committee and other committees
to serve at the pleasure of the Board. Each committee shall consist of three or
more Directors. If constituted during the intervals between the meetings of the
Board, the Executive Committee shall have all of the authority of the Board of
Directors. Each other committee shall be empowered to perform such functions
as may, by resolution, be delegated to it by the Board.
The Board of Directors may designate one or more Directors as alternate members
of any such committee, who may replace any absent member or members at any
meetings of such committee. Vacancies in any committee, whether caused by
resignation or by increase in the number of members constituting said committee,
shall be filled by a majority of the entire Board of Directors. The Executive
Committee (if constituted) may fix its own quorum. In the absence or
disqualification of any member of any such committee, the member or members
thereof present at any meeting and not disqualified from voting whether or not
he or they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in place of any such absent or
Action Without Meeting.
Any action required or permitted to be taken at any meeting of the Board of
Directors, or of any committee thereof, may be taken without a meeting, if prior
to such action a written consent thereto is signed by all members of the board,
or of such committee as the case may be, and such written consent is filed with
the minutes of proceedings of the board or committee. Such written consent may
be executed in any number of counterparts each of which when so executed and
delivered shall be deemed to be an original without the production of any other
counterpart. Any signature delivered by facsimile or other electronic means
shall be deemed an original signature thereto.
Nothing contained in these By-Laws shall be deemed to restrict the power of
members of the Board of Directors, or of any committee of the Board of
Directors to participate in meetings of the Board of Directors (or of such
committees) by means of conference telephone or other communications equipment
by means of which all persons participating in such meeting can hear each
Removal of a Director.
Any director of the Corporation may be removed by a vote or consent of a
majority of the Stockholders of the Company. Any director of the Corporation
may also be removed by a vote of a majority of the Board of Directors in the
event such Director has violated his or her fiduciary duties to the Corporation
or has violated the Corporate Code of Conduct as then in effect.
The Board of Directors, at its first meeting held after the annual meeting of
stockholders in each year shall elect a Chairman of the Board, a President, one
or more Vice Presidents, a Chief Financial Officer, a Secretary and may, in its
discretion, also appoint from time to time such other officers or agents as it
may deem proper. The Chairman of the Board shall be elected from among the
members of the Board of Directors. The Board shall consider the
recommendations of the Chief Executive Officer of the Corporation for any such
positions, but shall not be bound by such recommendations.
Any two or more offices may be held by the same person.
Unless otherwise provided in the resolution of election or appointment or in the
employment agreement with an officer, each officer shall hold office until the
meeting of the Board of Directors following the next annual meeting of
stockholders and until his or her successor has been elected and qualified;
provided, however, that the Board of Directors may, unless otherwise provided
in such resolution or agreement, remove any officer for cause or without cause
at any time.
Chairman of the Board.
The Chairman shall, if present, preside at all meetings of the stockholders and
Board of Directors. The Chairman shall act as lead director and serve as
principal interface between the Board of Directors and management of the
Corporation and shall work with the Chief Executive Officer to develop agendas
for all meetings of the Board of Directors. He shall also consult with and
recommend to the Nominating and Corporate Governance Committee, the membership
of the various committees of the Board of Directors. The Chairman shall have the
right to attend committee meetings of the Board of Directors whenever
appropriate. The Chairman shall also do and perform any and all other acts and
duties which may be assigned to him from time to time by the Board of Directors.
Chairman of Executive Committee.
The Chairman of the Executive Committee shall, if present, preside at all
meetings of the Executive Committee (if constituted) and shall do and perform
all other acts and duties which may be assigned to him from time to time by the
Board of Directors.
In the absence of the Chairman of the Board or his or her inability to act, the
President shall preside at all meetings of the stockholders and of the Board of
Directors. The President shall do and perform all other acts and duties which
may be assigned to him from time to time by the Board of Directors or the
Chairman of the Board.
The Chief Financial Officer.
The Chief Financial Officer shall be responsible for the financial affairs of
the Corporation as may be delegated to the Chief Financial Officer by the Chief
Executive Officer and, if the Chief Financial Officer shall be absent or unable
to act, the Board of Directors shall promptly elect a permanent or temporary
Chief Financial Officer.
The Vice Presidents shall do and perform such acts and duties as may be assigned
to them from time to time by the Board of Directors, the Chairman of the Board
or the President.
Designations of CEO, CFO and COO.
The Board of Directors shall from time to time designate the persons, whether
by name or title, who shall be the Chief Executive Officer ("CEO"), Chief
Financial Officer ("CFO") and Chief Operating Officer ("COO") of the
Corporation. The CEO shall have general supervision of the affairs of the
Corporation subject to the control of the Board of Directors. Each of the CEO,
the CFO and the COO shall have the power on behalf of the Corporation to
execute and deliver all contracts, instruments, conveyances or documents and to
affix the corporate seal thereto.
The Secretary shall keep minutes of the proceedings and the resolutions adopted
at all meetings of the stockholders and the Board of Directors, and shall give
due notice of the meetings of the stockholders and the Board of Directors. He
or she shall have charge of the seal and all books and papers of the
Corporation, and shall perform all duties incident to his or her office. In
case of the absence or disability of the Secretary, his or her duties and
powers may be exercised by such person as may be appointed by the Board of
Directors or the Executive Committee.
Delegation of Authority.
The Board of Directors may from time to time delegate the powers or duties of
any officer to any other officer or agent, notwithstanding any other provision
of these By-Laws.
Facsimile Signatures of Officers and Directors.
Facsimile or electronic signatures of any officer or director may be used
whenever authorized by these By-Laws or by the Board of Directors.
Action with Respect to Securities of Other Entities.
Unless otherwise prescribed by the Board of Directors, the Chief Executive
Officer, the President or Secretary (or any other officer designated by the
Chief Executive Officer to act in their stead) shall have power and authority
on the Corporation's behalf to attend (and to act and vote at) meetings of
holders of securities of any entity in which the Corporation shall own or hold
securities. At such meetings, the Chief Executive Officer, the President,
Secretary or Chief Executive Officer's designee, as the case may be, shall
possess (and may exercise) all rights and powers incident to the ownership or
holding of such securities which the Corporation might have possessed and
exercised. The Chief Executive Officer, the President, the Secretary or the
Chief Executive Officer's designee may execute and deliver on the Corporation's
behalf powers of attorney, proxies, consents, waivers, and other instruments
relating to the securities owned or held by the Corporation.
(a) The Corporation shall 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 attorneys'
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 its 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 unlawful.
(b) The Corporation shall 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 attorneys' 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 or her duty to the
Corporation unless and only to the extent that the Court of Chancery of Delaware
or 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 the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such Court of Chancery or such other court
shall deem proper.
(c) 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 subsections (a) and (b), or in defense of any claim,
issue or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
(d) Any indemnification under subsections (a) and (b) (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 subsections (a) and (b). Such determination shall be
made (1) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (2) if
such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by the stockholders.
(e) 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 by the Board of Directors in the
manner provided in subsection (d) 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 IV.
(f) The indemnification provided by this Article IV shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any by-law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his or her 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.
(g) The Board of Directors may authorize, by a vote of a majority of the full
Board, the Corporation 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 or her status as such, whether or
not the Corporation would have the power to indemnify him against such
liability under the provisions of this Article IV.
Each certificate representing shares of the Corporation shall be in such form as
may be approved by the Board of Directors and, when issued, shall contain upon
the face or back thereof the statements prescribed by the Delaware General
Corporation Law and by any other applicable provision of law. Each such
certificate shall be signed by the Chairman, Chief Executive Officer or
President or a Vice President and by the Secretary, Chief Financial Officer or
Treasurer or an Assistant Secretary. The signatures of said officers upon a
certificate may be facsimile if the certificate is countersigned by a transfer
agent or registered by a registrar other than the Corporation itself or its
employee. In case any officer who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer at the date of issue.
If the Corporation shall be authorized to issue more than one class of stock or
more than one series of any class, the designations, preferences and relative,
participating optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights shall be set forth in full or summarized on the face or back of
the certificates which the Corporation shall issue to represent such class or
series of stock or there shall be set forth on the face or back of the
certificates which the Corporation shall issue to represent such class or
series of stock, a statement that the Corporation will furnish, without charge
to each stockholder who so requests, the designations, references and relative,
participating, optional or other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights. Any restriction imposed upon the transfer of shares
or registration of transfer of shares shall be noted conspicuously on the
certificate representing the shares subject to such restriction.
Lost, Destroyed or Stolen Certificates.
No certificate representing shares shall be issued in place of any certificate
alleged to have been lost, destroyed or stolen, except on production of an
affidavit stating that such certificate has been lost, stolen, or destroyed
and/or other evidence of such loss, destruction or theft as may be requested by
the Board of Directors, and on delivery to the Corporation, if the Board of
Directors shall so require, of a bond of indemnity in such amount, upon such
terms and secured by such surety as the Board of Directors may in its
Transfer of Shares.
The shares of stock of the Corporation shall be transferable or assignable on
the books of the Corporation only by the person to whom they have been issued or
his or her legal representative, in person or by attorney, and only upon
surrender of the certificate or certificates representing such shares properly
assigned. The person in whose name shares of stock shall stand on the record of
stockholders of the Corporation shall be deemed the owner thereof for all
purposes as regards the Corporation.
For the purpose of determining the shareholders entitled to notice of or to vote
at any meeting of stockholders or any adjournment thereof, or to express consent
to corporate action in writing without a meeting, or entitled to receive payment
of any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other action, the Board may fix, in advance, a date as
the record date for any such determination of stockholders. Such date shall not
be more than sixty nor less than ten days before the date of such meeting, nor
more than sixty days prior to any other action.
Signing of Instruments.
All checks, drafts, notes, acceptances, bills of exchange, and orders for the
payment of money shall be signed in such manner and by such person or persons as
may be authorized from time to time by the Board of Directors or by the by-laws.
The seal of the Corporation shall be in such form and shall have such content as
the Board of Directors shall from time to time determine.
Pro-Forma Banking and Qualification Resolutions.
Resolutions from time to time necessary or appropriate for the opening or
maintenance by the Corporation of any account with any bank, trust company, or
broker-dealer or for the qualification of the Corporation to do business under
the laws of any state shall be effective and shall be adopted in the exact
words of such pro-forma resolution as of the date of certification thereof so
long as such resolutions shall be certified by the Secretary or an Assistant
Secretary of the Corporation and filed with the permanent records of the
resolutions of the Directors of the Corporation.
The Corporation's fiscal year shall be the twelve calendar months ending
December 31 in each year unless otherwise fixed by the Board of Directors.
Whenever these By-Laws require that an act be done or not be done a specified
number of days prior to or after the occurrence of any event (or require that
an act be done or not be done within a period of days prior to or after the
occurrence of an event), calendar days shall be used, with the day of the doing
of such act excluded and the day of the occurrence of such event included.
Amendments by Directors.
These by-laws may be altered, amended or repealed at any meeting, by vote of a
majority of the Board of Directors, provided that notices of the proposed
amendments shall have been sent by mail to all the Directors not less than three
days before the meeting at which they are to be acted upon, or at any regular
meeting of the Directors, by the unanimous vote of all the Directors present.
Amendments by Shareholders.
New Bylaws may be adopted or these Bylaws may be amended or repealed by the
vote or written consent of holders of a majority of the outstanding shares
entitled to vote.