EXHIBIT 3.108
AMENDED AND RESTATED BYLAWS
OF
ADVANCED LASER SYSTEMS TECHNOLOGY, INC.
ARTICLE I
MEETINGS OF SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the shareholders of
this corporation for the election of directors and for the transaction of any
proper business shall be held at the time and place designated by the Board of
Directors of the corporation. The annual meeting shall be held within 4 months
after the close of the fiscal year.
Section 2. Special Meetings. Special meetings of the shareholders
shall be held when directed by the President or the Board of Directors, or when
requested in writing by the holders of not less than 10% of all the shares
entitled to vote at the meeting. Only business within the purpose or purposes
described in the special meeting notice may be conducted at a special
shareholders' meeting.
Section 3. Place. Meetings of shareholders may be held within or
without the State of Florida.
Section 4. Notice. Written notice stating the place, date and time of
the meeting and, in the case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than 10 nor more than
60 days before the meeting, either personally or by first class mail, by or at
the direction of the President, the Secretary, or the officer or persons calling
the meeting to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be effective when deposited in the United States mail
addressed to the shareholder at his address as it appears on the corporation's
current record of shareholders.
Section 5. Notice of Adjourned Meetings. When a meeting is adjourned
to another time or place, it shall not be necessary to give any notice of the
adjourned meeting if the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken, and at the adjourned
meeting any business may be transacted that might have been transacted on the
original date of the meeting, If, however, after the adjournment the Board of
Directors fixes a new record date for the adjourned meeting, a notice of the
adjourned meeting shall be given as provided in this section to each shareholder
of record on the new record date entitled to vote at such meeting.
Section 6. Fixing Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or entitled to receive payment of any distribution, or
in order to make a determination of shareholders for any other purpose, the
Board of Directors may fix in advance a date as the record date for any
determination of shareholders, such date in any case to be not more than 70 days
and, in case of a
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meeting of shareholders, not less than 10 days prior to the date on which the
particular action requiring such determination of shareholders is to be taken.
If the stock transfer books are not closed and no record date is fixed
for the determination of shareholders entitled to notice or to vote at an annual
or special meeting of shareholders, or shareholders entitled to receive payment
of a distribution, the date on which notice of the meeting is mailed or the date
on which the resolution of the Board of Directors declaring such distribution is
adopted shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting
of shareholders has been made as provided in this section, such determination
shall apply to any adjournment, unless the Board of Directors fixes a new record
date for the adjourned meeting. A new record date must be fixed if the meeting
is adjourned to a date more than 120 days after the date fixed for the original
meeting.
Section 7. Voting Record. The officers or agent having charge of the
stock transfer books for shares of the corporation shall make, at least 10 days
before each meeting of shareholders, a complete alphabetical list of the
shareholders entitled to vote at such meeting or any adjournment thereof,
arranged by voting group with the address of and the number and class and
series, if any, of shares held by each. The list, for a period of 10 days prior
to such meeting, shall be available for inspection at the principal office of
the corporation, or at the office of the transfer agent or registrar of the
corporation or at a place identified in the meeting notice in the city where the
meeting will be held. Upon written demand to the corporation, any shareholder or
his agent or attorney shall be entitled to inspect the list at any time during
usual business hours. The list shall also be produced and kept open at the time
and place of the meeting and shall be subject to the inspection of any
shareholder or his agent or attorney at any time during the meeting.
If the requirements of this section have not been substantially
complied with, the meeting, on demand of any shareholder in person or by proxy,
shall be adjourned until the requirements are complied with. If no such demand
is made, failure to comply with the requirements of this section shall not
affect the validity of any action taken at such meeting.
Section 8. Shareholder Quorum and Voting. A majority of the shares
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. When a specified item of business is required to
be voted on by a class or series of stock, a majority of the shares of such
class or series shall constitute a quorum for the transaction of such item of
business by that class or series.
If a quorum is present, the affirmative vote of the majority of the
shares represented at the meeting and entitled to vote on the subject matter
shall be the act of the shareholders unless otherwise provided by law.
After a quorum has been established at a shareholders' meeting, the
subsequent withdrawal of shareholders, so as to reduce the number of
shareholders entitled to vote at the meeting below the number required for a
quorum, shall not affect the validity of any action taken at the meeting or any
adjournment thereof.
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Section 9. Voting of Shares. Unless otherwise designated in the
Articles of Incorporation, each outstanding share of voting stock, regardless of
class, shall be entitled to one vote on each matter submitted to a vote at a
meeting of shareholders.
Shares of stock of this corporation owned directly or indirectly by
another corporation, the majority of the voting stock of which is owned,
directly or indirectly, by this corporation, are not entitled to vote, and shall
not be counted in determining the total number of outstanding shares at any
given time.
A shareholder or the shareholder's attorney in fact may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney in fact.
At each election for directors, every shareholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by him for as many persons as there are directors to be elected at
that time and for whose election he has a right to vote.
Shares standing in the name of another corporation, domestic or
foreign, may be voted by the officer, agent, or proxy designated by the bylaws
of the corporate shareholder; or, in the absence of any applicable bylaw, by
such person as the Board of Directors of the corporate shareholder may
designate. Proof of such designation may be made by presentation of a certified
copy of the bylaws or other instrument of the corporate shareholder. In the
absence of any such designation, or in case of conflicting designation by the
corporate shareholder, the chairman of the board, president, any vice president,
secretary and treasurer of the corporate shareholder shall be presumed to
possess, in that order, authority to vote such shares.
Shares held by an administrator, executor, guardian, personal
representative, or conservator may be voted by him, either in person or by
proxy, without a transfer of such shares into his name. Shares standing in the
name of a trustee may be voted by him, either in person or by proxy, but no
trustee shall be entitled to vote shares held by him without a transfer of such
shares into his name or the name of his nominee.
Shares held by or under the control of a receiver, trustee in
bankruptcy proceedings, or an assignee for the benefit of creditors, may be
voted by such receiver, trustee, or assignee, without the transfer thereof into
the name of such receiver, trustee or assignee.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote the shares so
transferred.
On and after the date on which written notice of redemption of
redeemable shares has been mailed to the holders thereof and a sum sufficient to
redeem such shares has been deposited with a bank, trust company or other
financial institution, with irrevocable instruction and authority to pay the
redemption price to the holders thereof upon surrender of certificates therefor,
such shares shall not be entitled to vote on any matter and shall not be deemed
to be outstanding shares.
Section 10. Proxies. Every shareholder entitled to vote at a meeting
of shareholders or to express consent or dissent without a meeting or a
shareholder's duly authorized
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attorney in fact may authorize another person or persons to act for him by
proxy. Every proxy must be signed by the shareholder or his attorney in fact. An
appointment of a proxy is effective when received by the secretary or other
officer or agent authorized to tabulate votes. No proxy shall be valid after the
expiration of 11 months from the date thereof unless otherwise provided in the
proxy. Every proxy shall be revocable at the pleasure of the shareholder
executing it, except as otherwise provided by law. The authority of the holder
of a proxy to act shall not be revoked by the incompetence or death of the
shareholder who executed the proxy unless, before the authority is exercised,
written notice of an adjudication of such incompetence or of such death is
received by the corporate officer responsible for tabulating votes.
If a proxy for the same shares confers authority upon two or more
persons and does not otherwise provide, a majority of them present at the
meeting, or if only one is present then that one, may exercise all the powers
conferred by the proxy; but if the proxy holders present at the meeting are
equally divided as to the right and manner of voting in any particular case, the
voting of such shares shall be prorated.
If a proxy expressly provides, any proxy holder may appoint in writing
a substitute to act in his place.
Section 11. Voting Trusts. One or more shareholders of this
corporation may create a voting trust for the purpose of conferring upon a
trustee or trustees the right to vote or otherwise represent their shares, as
provided by law. Where the counterpart of a voting trust agreement and the copy
of the record of the holders of voting trust certificates has been deposited
with the corporation as provided by law, such documents shall be subject to the
same right of examination by a shareholder of the corporation, in person or by
agent or attorney, as are the books and records of the corporation, and such
counterpart and such copy of such record shall be subject to examination by any
holder of record of voting trust certificates, either in person or by agent or
attorney, at any reasonable time for any proper purpose.
Section 12. Shareholders' Agreements. Two or more shareholders of this
corporation may enter an agreement providing for the exercise of voting rights
in the manner provided in the agreement or relating to any phase of the affairs
of the corporation as provided by law. Nothing therein shall impair the right of
this corporation to treat the shareholders of record as entitled to vote the
shares standing in their names. A shareholders agreement is not subject to the
provisions of Section 11, above.
Section 13. Action by Shareholders Without a Meeting. Any action
required by law, these bylaws, or the articles of incorporation of this
corporation to be taken at any annual or special meeting of shareholders of the
corporation, or any action which may be taken at any annual or special meeting
of such shareholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted. To be effective, the executed written consent of the stockholders must be
delivered to the corporation within 60 days of the date the earliest written
consent is received by the corporation. If any class of shares is entitled to
vote thereon as a class, such written consent
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shall be required of the holders of a majority of the shares of each class of
shares entitled to vote thereon.
Within 10 days after obtaining such authorization by written consent,
notice shall be given to those shareholders who have not consented in writing or
who are not entitled to vote on the action. The notice shall fairly summarize
the material features of the authorized action and, if the action be a merger,
consolidation or sale or exchange of assets for which dissenters rights are
provided by law, the notice shall contain a clear statement of the right of
shareholders dissenting therefrom to be paid the fair value of their shares upon
compliance with further provisions of the law regarding the rights of dissenting
shareholders.
Section 14. Waiver of Notice of Meetings of Shareholders. Notice of a
meeting of the shareholders need not be given to any shareholder who signs a
Waiver of Notice either before or after the meeting. Attendance of a shareholder
at a meeting shall constitute a waiver of notice of such meeting and waiver of
any and all objections to the place of the meeting, the time of the meeting, the
manner in which it has been called or convened, or the matters considered at a
meeting except when a shareholder states, at the beginning of the meeting, any
objection to the transaction of business because the meeting is not lawfully
called or convened, or except when a shareholder objects to considering a
particular matter that is not within the purposes described in the meeting
notice.
Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the shareholders need be specified in any written
Waiver of Notice of such meeting.
ARTICLE II
DIRECTORS
Section 1. Function. All corporate powers shall be exercised by or
under the authority of, and the business and affairs of a corporation shall be
managed under the direction of, the Board of Directors.
Section 2. Qualification. Directors must be natural persons who are 18
years of age or older, but need not be residents of this state or shareholders
of this corporation.
Section 3. Compensation. The Board of Directors shall have authority
to fix the compensation of directors.
Section 4. Duties of Directors. A director shall perform his duties as
a director, including his duties as a member of any committee of the board upon
which he may serve, in good faith, in a manner he reasonably believes to be in
the best interests of the corporation, and with such care as an ordinarily
prudent person in a like position would use under similar circumstances.
In performing his duties, a director shall be entitled to rely on
information, opinions, reports or statements, including financial statements and
other financial data, in each case prepared or presented by:
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(a) one or more officers or employees of the corporation whom the
director reasonably believes to be reliable and competent in the matters
presented,
(b) counsel, public accountants or other persons as to matters which
the director reasonably believes to be within such person's professional or
expert competence, or
(c) a committee of the board upon which he does not serve, duly
designated in accordance with a provision of the articles of incorporation
or the bylaws, as to matters within its designated authority, which
committee the director reasonably believes to merit confidence.
A director shall not be considered to be acting in good faith if he
has knowledge concerning the matter in question that would cause such reliance
described above to be unwarranted.
In discharging his duties, a director may consider such factors as the
director deems relevant, including the long-term prospects and interests of the
corporation and its shareholders, and the social, economic, legal, or other
effects of any action on the employees, suppliers, customers of the corporation
or its subsidiaries, the communities and society in which the corporation or its
subsidiaries operate, and the economy of the state and the nation.
A person who performs his duties in compliance with this section shall
have no liability by reason of being or having been a director of the
corporation.
Section 5. Presumption of Assent. A director of the corporation who is
present at a meeting of its Board of Directors or a committee of the Board of
Directors at which action on any corporate matter is taken shall be presumed to
have assented to the action taken unless (a) he objects at the beginning of the
meeting (or promptly upon his arrival) to holding it or transacting specified
business at the meeting; or (b) he votes against such action or abstains from
voting in respect thereto.
Section 6. Number. This corporation shall have not less than one
director. The number of directors comprising the corporation's first board of
directors shall be fixed by the shareholders. Thereafter, the number of
directors may be increased or decreased from time to time by resolution adopted
by the Board of Directors in accordance with these Bylaws, but no decrease shall
have the effect of shortening the term of any incumbent director.
Section 7. Election and Term. Each person named in the articles of
incorporation as a member of the initial board of directors shall hold office
until the first annual meeting of shareholders, and until his successor shall
have been elected and qualified, or until his earlier resignation, removal from
office or death. At the first annual meeting of shareholders and at each annual
meeting thereafter the shareholders shall elect directors to hold office until
the next succeeding annual meeting. Directors shall be elected by a plurality of
the votes cast by the shares entitled to vote in the election at a shareholders'
meeting at which a quorum is present. Each director shall hold office for the
term for which he is elected and until his successor shall have been elected and
qualified or until his earlier resignation, removal from office or death.
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Section 8. Vacancies. Any vacancy occurring in the Board of Directors,
including any vacancy created by reason of an increase in the number of
directors, may be filled by the affirmative vote of a majority of the remaining
directors though less than a quorum of the Board of Directors. A director
elected to fill a vacancy shall hold office only until the next election of
directors by the shareholders.
Section 9. Removal of Directors. At a meeting of shareholders called
expressly for that purpose, any director or the entire Board of Directors may be
removed, with or without cause, by a vote of the holders of a majority of the
shares then entitled to vote at an election of directors.
Section 10. Quorum and Voting. A majority of the number of directors
shall constitute a quorum for the transaction of business. The act of the
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.
Section 11. Director Conflicts of Interest. No contract or other
transaction between this corporation and one or more of its directors or any
other corporation, firm, association or entity in which one or more of the
directors are directors or officers or are financially interested, shall be
either void or voidable because of such relationship or interest or because such
director or directors are present at the meeting of the Board of Directors or a
committee thereof which authorizes, approves or ratifies such contract or
transaction or because his or their votes are counted for such purpose, if:
(a) The fact of such relationship or interest is disclosed or known to
the Board of Directors or committee which authorizes, approves or ratifies
the contract or transaction by a vote or consent sufficient for the purpose
without counting the votes or consents of such interested directors; or
(b) The fact of such relationship or interest is disclosed or known to
the shareholders entitled to vote and they authorize, approve or ratify
such contract or transaction by vote or written consent; or
(c) The contract or transaction is fair and reasonable as to the
corporation at the time it is authorized by the board, a committee or the
shareholders.
Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors of a committee
thereof which authorizes, approves or ratifies such contract or transaction.
Section 12. Executive and Other Committees. The Board of Directors, by
resolution adopted by a majority of the full Board of Directors, may designate
from among its members an executive committee and one or more other committees
each of which, to the extent provided in such resolution, shall have and may
exercise all the authority of the Board of Directors, except that no committee
shall have the authority to:
(a) approve or recommend to shareholders actions or proposals required
by law to be approved by shareholders,
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(b) designate candidates for the office of director, for purposes of
proxy solicitation or otherwise,
(c) fill vacancies on the Board of Directors or any committee thereof,
(d) adopt, amend or repeal the bylaws,
(e) authorize or approve the reacquisition of shares unless pursuant
to a general formula or method specified by the Board of Directors, or
(f) authorize or approve the issuance or sale of, or any contract to
issue or sell, shares or designate the terms of a series of a class of
shares, except that the Board of Directors, having acted regarding general
authorization for the issuance or sale of shares, or any contract
therefore, and, in the case of a series, the designation thereof, may,
pursuant to a general formula or method specified by the Board of
Directors, by resolution or by adoption of a stock option or other plan,
authorize a committee to fix the terms of any contract for the sale of the
shares and to fix the terms upon which such shares may be issued or sold,
including, without limitation, the price, the rate or manner of payment of
dividends, provisions for redemption, sinking fund, conversion, voting or
preferential rights, and provisions for other features of a class of
shares, or a series of a class of shares, with full power in such committee
to adopt any final resolution setting forth all the terms thereof and to
authorize the statement of the terms of a series for filing with the
Department of State.
The Board of Directors, by resolution adopted in accordance with this
section, may designate one or more directors as alternate members of any such
committee, who may act in the place and stead of any absent member or members at
any meeting of such committee.
Section 13. Place of Meetings. Regular and special meetings by the
Board of Directors may be held within or without the State of Florida.
Section 14. Time, Notice and Call of Meetings. Regular meetings of the
Board of Directors shall be held at times and places specified by the Board of
Directors without notice of the date, time, place or purpose of the meeting.
Written notice of the date, time and place of special meetings of the Board of
Directors shall be given to each director at least 2 days before the meeting.
The notice need not describe the purpose of the special meeting. In addition to
any other regular meetings, a regular meeting of the Board of Directors shall be
held, without other notice than this bylaw, immediately after and at the same
place as the annual meeting of shareholders.
Notice of a meeting of the Board of Directors need not be given to any
director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting and waiver of any and all objections to the place of the meeting,
the time of the meeting, or the manner in which it has been called or convened,
except when a director states, at the beginning of the meeting, any objection to
the transaction of business because the meeting is not lawfully called or
convened.
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Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.
A majority of the directors present, whether or not a quorum exists,
may adjourn any meeting of the Board of Directors to another time and place.
Notice of any such adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
Meetings of the Board of Directors may be called by the chairman of
the board, by the president of the corporation, or by any two directors.
Members of the Board of Directors may participate in a meeting of such
board by means of a conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other at
the same time. Participation by such means shall constitute presence in person
at a meeting.
Section 15. Action Without a Meeting. Any action required to be taken
at a meeting of the directors of a corporation, or any action which may be taken
at a meeting of the directors or a committee thereof, may be taken without a
meeting if a consent in writing, setting forth the action so to be taken, signed
by all of the directors, or all the members of the committee, as the case may
be, is filed in the minutes of the proceedings of the board or of the committee.
Such consent shall have the same effect as a unanimous vote and may be described
as such in any document.
Section 16. Advisory Directors. The Board of Directors shall have the
authority to elect a board of outside directors consisting of two members
initially, which number can be increased or decreased by a vote of the
shareholders. The outside directors shall not be shareholders or officers of the
corporation, and shall not have voting powers, but rather are to act in the
capacity of consulting and advising the Board of Directors at their invitation.
ARTICLE III
OFFICERS
Section 1. Officers. The officers of this corporation shall include a
Chairman of the Board of Directors, a Vice Chairman of the Board of Directors, a
Chief Executive Officer, a Chief Financial Officer, a President, a Secretary and
a Treasurer. The Corporation may also have at the discretion of the Board of
Directors such Vice Presidents, Assistant Treasurers, Assistant Secretaries and
other officers as the Board of Directors may deem appropriate. Each officer
shall be elected by the Board of Directors, and shall serve until their
successors are chosen and qualify. Such other officers and assistant officers
and agents as may be deemed necessary may be elected or appointed by the Board
of Directors from time to time.
Any two or more offices may be held by the same person. The failure to
elect any of the officers named above shall not affect the existence of this
corporation.
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Section 2. Removal of Officers. Any officer or agent elected or
appointed by the Board of Directors may be removed by the board at any time with
or without cause.
Removal of any officer shall be without prejudice to the contract
rights, if any, of the person so removed; however, election or appointment of an
officer or agent shall not of itself create contract rights.
Section 3. Resignation of Officers. An officer may resign at any time
by delivering notice to the corporation. A resignation is effective when the
notice is delivered unless the notice specifies a later effective date. If a
resignation is made effective at a later date and the corporation accepts the
future effective date, the Board of Directors may fill the pending vacancy
before the effective date if the Board of Directors provides that the successor
does not take office until the effective date.
ARTICLE IV
STOCK CERTIFICATES
Section 1. Issuance. Every holder of shares in this corporation shall
be entitled to have a certificate, representing all shares to which he is
entitled. The Board of Directors may authorize shares to be issued for
consideration consisting of any tangible or intangible property or benefit to
the corporation, including cash, promissory notes, services performed, promises
to perform services evidenced by a written contract, or other securities of the
corporation.
Before the corporation issues shares, the Board of Directors must
determine that the consideration received for shares to be issued is adequate.
The determination by the Board of Directors is conclusive insofar as the
adequacy of consideration for the issuance of shares relates to whether the
shares are validly issued, fully paid, and nonassessable. When it cannot be
determined that outstanding shares are fully paid and nonassessable, there shall
be a conclusive presumption that such shares are fully paid and nonassessable if
the Board of Directors makes a good faith determination that there is no
substantial evidence that the full consideration for such shares has not been
paid.
When the corporation receives the consideration for which the Board of
Directors authorized the issuance of shares, the shares issued therefore are
fully paid and nonassessable. Consideration in the form of a promise to pay
money or a promise to perform services is received by the corporation at the
time of the making of the promise, unless the agreement specifically provides
otherwise.
Section 2. Form. Certificates representing shares in this corporation
shall be signed by the President or Vice President and the Secretary or an
Assistant Secretary and may be sealed with the seal of this corporation or a
facsimile thereof. The signatures of the President or Vice President and the
Secretary or Assistant Secretary may be facsimiles if the certificate is
manually signed on behalf of a transfer agent or a registrar, other than the
corporation itself or an employee of the corporation. In case any officer who
signed or whose facsimile signature has been placed upon such certificate shall
have ceased to be such officer before such certificate is issued, it
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may be issued by the corporation with the same effect as if he were such officer
at the date of its issuance.
If this corporation is authorized to issue shares of more than one
class or more than one series of any class, every certificate representing
shares issued by this corporation shall set forth or fairly summarize upon the
face or back of the certificate, or shall state that the corporation will
furnish to any shareholder upon request and without charge a full statement of,
the designations, preferences, limitations and relative rights of the shares of
each class or series authorized to be issued, and the variations in the relative
rights and preferences between the shares of each series so far as the same have
been fixed and determined, and the authority of the Board of Directors to fix
and determine the relative rights and preferences of subsequent series.
Every certificate representing shares which are restricted as to the
sale, disposition or other transfer of such shares shall state that such shares
are restricted as to transfer and shall set forth or fairly summarize upon the
certificate, or shall state that the corporation will furnish to any shareholder
upon request and without charge a full statement of, such restrictions.
Each certificate representing shares shall state upon the face
thereof: the name of the corporation; that the corporation is organized under
the laws of the State of Florida; the name of the person or persons to whom
issued; the number and class of shares, and the designation of the series, if
any, which such certificate represents.
Section 3. Transfer of Stock. Transfer of shares of the corporation
shall be made only on the stock transfer books of the corporation by the holder
of record thereof or by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney authorized by power of
attorney duly executed and filed with the Secretary of the corporation, and on
surrender for cancellation of the certificate of such shares. The person in
whose name shares stand on the books of the corporation shall be deemed by the
corporation to be the owner thereof for all purposes.
Section 4. Lost, Stolen, or Destroyed Certificates. The corporation
shall issue a new stock certificate in the place of any certificate previously
issued if the holder of record of the certificate (a) makes proof in affidavit
form that it has been lost, destroyed or wrongfully taken; (b) requests the
issue of a new certificate before the corporation has notice that the
certificate has been acquired by a purchaser for value in good faith and without
notice of any adverse claim; (c) gives bond in such form as the corporation may
direct to indemnify the corporation, the transfer agent, and registrar against
any claim that may be made on account of the alleged loss, destruction, or theft
of a certificate; and (d) satisfies any other reasonable requirements imposed by
the corporation.
ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts. The Board of Directors may authorize any officer
or agent to enter into any contract or execute and deliver any instrument in the
name of and on behalf of the corporation, and such authority may be general or
confined to specific instances.
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Section 2. Loans. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
Section 3. Checks, Drafts, Etc. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the corporation shall be signed by such officer or agent of the
corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors.
Section 4. Deposits. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositories as the Board of Directors
may select.
ARTICLE VI
BOOKS, RECORDS AND REPORTS
Section 1. Books, Records and Reports. This corporation shall keep as
permanent records minutes of all meetings of its shareholders and Board of
Directors, a record of all actions taken by the shareholders or Board of
Directors without a meeting, and a record of all actions taken by a committee of
the Board of Directors in place of the Board of Directors on behalf of the
corporation.
This corporation shall maintain accurate accounting records.
This corporation or its agent shall maintain a record of its
shareholders in a form that permits preparation of a list of the names and
addresses of all shareholders in alphabetical order by class of shares showing
the number and series of shares held by each.
This corporation shall maintain its records in written form or in
another form capable of conversion into written form within a reasonable time.
This corporation shall keep a copy of the following records:
(a) Its articles or restated articles of incorporation and all
amendments to them currently in effect;
(b) Its bylaws or restated bylaws and all amendments to them currently
in effect;
(c) Resolutions adopted by its Board of Directors creating one or more
classes or series and fixing their relative rights, preferences, and
limitations, if shares issued pursuant to those resolutions are
outstanding;
(d) The minutes of all shareholders' meetings and records of all
action taken by shareholders without a meeting for the past 3 years;
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(e) Written communications to all shareholders generally or all
shareholders of a class or series within the past 3 years, including the
financial statements furnished to shareholders for the past 3 years;
(f) A list of the names and business street addresses of its current
directors and officers; and
(g) Its most recent annual report delivered to the Department of
State.
Section 2. Shareholders' Inspection Rights. Any shareholder of this
corporation or his designated agent or attorney is entitled to inspect and copy,
during regular business hours at a reasonable location specified by the
corporation, any of the following records of the corporation if the shareholder
(a) has made a good faith demand and for a proper purpose; (b) has described
with reasonable particularity his purpose and the records he desires to inspect;
(c) has requested records which are directly connected with his purposes; and
(d) he has given the corporation written notice of his demand at least 5
business days before the date on which he wishes to inspect and copy:
(a) Excerpts from minutes of any meeting of the Board of Directors,
records of any action of a committee of the Board of Directors while acting
in place of the Board of Directors on behalf of the corporation, minutes of
any meeting of the shareholders, and records of action taken by the
shareholders or Board of Directors without a meeting;
(b) Accounting records of the corporation;
(c) The record of shareholders; and
(d) Any other books and records.
This corporation may deny any demand for inspection if the demand is
made for an improper purpose, or if the demanding shareholder has within 2 years
preceding his demand sold or offered for sale any list of shareholders of the
corporation or any other corporation, has aided or abetted any person in
procuring any list of shareholders for any such purpose, or has improperly used
any information secured through any prior examination of the records of the
corporation or any other corporation. A "proper purpose" means a purpose
reasonably related to such person's interest as a shareholder.
The corporation may impose a reasonable charge, covering the costs of
labor and material, for copies of any documents provided to the shareholder.
Section 3. Financial Information. Unless otherwise provided by a
resolution of the shareholders, not later than 120 days after the close of each
fiscal year, this corporation shall furnish its shareholders annual financial
statements which may be consolidated or combined statements of the corporation
and one or more of its subsidiaries, as appropriate, that include a balance
sheet as of the end of the fiscal year, an income statement for that year, and a
statement of cash flows for that year. If financial statements are prepared for
the corporation on the basis of generally accepted accounting principles, the
annual financial statements must also be prepared on that basis.
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If the annual financial statements are reported upon by a public
accountant, his report must accompany them. If not, the statements must be
accompanied by a statement of the president or the person responsible for the
corporation's accounting records:
(a) Stating his reasonable belief whether the statements were prepared
on the basis of generally accepted accounting principles and, if not,
describing the basis of preparation; and
(b) Describing any respects in which the statements were not prepared
on a basis of accounting consistent with the statements prepared for the
preceding year.
A corporation shall mail the annual financial statements to each
shareholder within 120 days after the close of each fiscal year or within such
additional time thereafter as is reasonably necessary to enable the corporation
to prepare its financial statements if, for reasons beyond the corporation's
control, it is unable to prepare its financial statements within the prescribed
period. Thereafter, on written request from a shareholder who was not mailed the
statements, the corporation shall mail him the latest annual financial
statements.
Section 4. Other Reports to Shareholders. If a corporation indemnifies
or advances expenses to any director, officer, employee, or agent pursuant to
law otherwise than by court order or action by the shareholders or by an
insurance carrier pursuant to insurance maintained by the corporation, the
corporation shall report the indemnification or advance in writing to the
shareholders with or before the notice of the next shareholders' meeting, or
prior to such meeting if the indemnification or advance occurs after the giving
of such notice but prior to the time such meeting is held, which report shall
include a statement specifying the persons paid, the amounts paid, and the
nature and status at the time of such payment of the litigation or threatened
litigation.
If a corporation issues or authorizes the issuance of shares for
promises to render services in the future, the corporation shall report in
writing to the shareholders the number of shares authorized or issued, and the
consideration received by the corporation, with or before the notice of the next
shareholders' meeting.
ARTICLE VII
DISTRIBUTIONS, SHARE DIVIDENDS AND SHARE OPTIONS
Section 1. Distributions. The Board of Directors of this corporation
may, from time to time, authorize and the corporation may pay distributions to
the shareholders. A distribution is a direct or indirect transfer of money or
other property (except a corporation's own shares) or incurrence of indebtedness
by the corporation to or for the benefit of the shareholders in respect of any
of its shares. A distribution may be in the form of a declaration or payment of
a dividend; a purchase, redemption, or other acquisition of shares; a
distribution of indebtedness; or otherwise.
No distribution may be made if, after giving it effect:
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(a) The corporation would not be able to pay its debts as they become
due in the usual course of business; or
(b) The corporation's total assets would be less than the sum of its
total liabilities plus the amount that would be needed, if the corporation
were to be dissolved at the time of the distribution, to satisfy the
preferential rights upon dissolution of shareholders whose preferential
rights are superior to those receiving the distribution.
If the Board of Directors does not fix the record date for determining
shareholders entitled to a distribution (other than one involving a purchase,
redemption, or other acquisition of the corporation's shares), it is the date
the Board of Directors authorizes the distribution.
The Board of Directors may base a determination that a distribution is
not prohibited either on financial statements prepared on the basis of
accounting practices and principles that are reasonable in the circumstances or
on a fair valuation or other method that is reasonable in the circumstances. In
the case of any distribution based upon such a valuation, each such distribution
shall be identified as a distribution based upon a current valuation of assets,
and the amount per share paid on the basis of such valuation shall be disclosed
to the shareholders concurrent with their receipt of the distribution.
Section 2. Share Dividends. Unless the articles of incorporation
provide otherwise, shares may be issued pro rata and without consideration to
the corporation's shareholders or to the shareholders of one or more classes or
series. An issuance of shares under this section is a share dividend.
Shares of one class or series may not be issued as a share dividend in
respect of shares of another class or series unless:
(a) The articles of incorporation so authorize,
(b) A majority of the votes entitled to be cast by the class or series
to be issued approves the issue, or
(c) There are no outstanding shares of the class or series to be
issued.
If the board of directors does not fix the record date for determining
shareholders entitled to a share dividend, it is the date the board of directors
authorizes the share dividend.
Section 3. Share Options. Unless the articles of incorporation provide
otherwise, the corporation may issue rights, options, or warrants for the
purchase of its shares. The board of directors shall determine the terms upon
which the rights, options, or warrants are issued, their form and content, and
the consideration for which the shares are to be issued.
The terms and conditions of stock rights and options which are created
and issued by the corporation, or its successor, and which entitle the holders
thereof to purchase from the corporation shares or any class or classes, whether
authorized but unissued shares, treasury shares, or shares to be purchased or
acquired by the corporation, may include, without limitation, restrictions, or
conditions that preclude or limit the exercise, transfer, receipt, or holding of
such
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rights or options by any person, including any person owning or offering to
acquire a specified number or percentage of the outstanding common shares or
other securities of the corporation, or any transferee of any such person, or
that invalidate or void such rights or options held by any such person or any
such transferee.
ARTICLE VIII
CORPORATE SEAL
The Board of Directors shall provide a corporate seal which shall have
inscribed thereon the name of the corporation and such other words and figures
and in such design as may be prescribed by the Board of Directors, and may be
facsimile, engraved, printed, or an impression, or other type seal.
ARTICLE IX
FISCAL YEAR
The fiscal year of the corporation shall, by resolution, be determined
by the Board of Directors.
ARTICLE X
INDEMNIFICATION OF DIRECTORS,
OFFICERS, EMPLOYEES, AND AGENTS
Section 1. Action Against Party Because of Corporate Position. 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 claim, 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 or officer of the corporation, or is or was serving at
the request of the corporation as a director, partner or officer of another
corporation, partnership, joint venture, trust, or other enterprise, against
expenses (including attorneys' fees inclusive of any appeal), judgments, fines,
and amounts paid in settlement actually and reasonably incurred by him in
connection with such claim, 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, not receiving any improper personal benefit, and
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct unlawful. The termination of any claim, 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.
Section 2. Action by or in the Right of Corporation. The corporation
may indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending, or completed claim, action, or suit by or in
the right of the corporation to procure a
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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, partner, officer, employee, or agent
of another corporation, partnership, joint venture, trust, or other enterprise
against expenses (including attorneys' fees inclusive of any appeal) actually
and reasonably incurred by him in connection with the defense or settlement of
such claim, 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 not for improper personal benefit, 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 duty to the corporation unless and only to
the extent that a court of competent jurisdiction (the "Court") in which such
claim, 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 the Court shall deem proper.
Section 3. Reimbursement if Successful. To the extent that a director
or officer of the corporation or, to the extent determined by the corporation to
be entitled to indemnification, an employee, or agent of the corporation has
been successful on the merits or otherwise in defense of any claim, action,
suit, or proceeding referred to in Sections 1 or 2 of this Article X, or in
defense of any claims, issue, or matter therein, he shall be indemnified against
expenses (including attorneys' fees inclusive of any appeal) actually and
reasonably incurred by him in connection therewith, notwithstanding that he has
not been successful (on the merits or otherwise) on any other claim, issue, or
matter in any such claim, action, suit, or proceeding.
Section 4. Authorization. Any indemnification under Sections 1, 2 and
3 of this Article X (unless ordered by a court) shall be made by the corporation
to the director, officer, employee, or agent provided he has satisfied the
conditions of Sections 1 and 2.
Section 5. Advanced Reimbursement. Expenses incurred in defending a
civil or criminal action, suit, or proceeding shall be paid by the corporation
in advance of the final disposition of such action, suit, or proceeding 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
not entitled to be indemnified by the corporation as authorized in this Article.
Section 6. Indemnification Not Exclusive. The indemnification provided
by this Article shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any statute, rule of law, provision of
certificate of incorporation, bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise, both as to action in his 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. Where such other provision provides broader
rights of indemnification than these bylaws, said other provision shall control.
Section 7. Insurance. The corporation shall have power 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, partner, 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
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of his status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of this Article.
ARTICLE XI
AMENDMENT
These bylaws may be repealed or amended, and new bylaws may be
adopted, by either the Board of Directors or the shareholders, but the Board of
Directors may not amend or repeal any bylaw adopted by the shareholders if the
shareholders specifically provide such bylaw is not subject to amendment or
repeal by the directors.
ARTICLE XII
EMERGENCY BYLAWS
Section 1. Emergency Bylaws. The Board of Directors may adopt bylaws
to be effective only in an emergency. An emergency exists for the purposes of
this section if a quorum of the corporation's directors cannot readily be
assembled because of some catastrophic event. The emergency bylaws, which are
subject to amendment or repeal by the shareholders, may make all provisions
necessary for managing the corporation during an emergency, including:
(a) Procedures for calling a meeting of the Board of Directors:
(b) Quorum requirements for the meeting; and
(c) Designation of additional or substitute directors.
Section 2. Line of Succession. The Board of Directors, either before
or during such emergency, may provide, and from time to time modify, lines of
succession in the event that during such emergency any or all officers or agents
of the corporation are for any reason rendered incapable of discharging their
duties.
Section 3. Governing Bylaws. All provisions of these bylaws consistent
with the emergency bylaws remain effective during the emergency. The emergency
bylaws are not effective after the emergency ends.
Section 4. Effect of Corporation Action. Corporate action taken in
good faith in accordance with the emergency bylaws:
(a) Binds the corporation; and
(b) May not be used to impose liability on a corporate director,
officer, employee, or agent.
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These Amended and Restated Bylaws of Advanced Laser Systems
Technology, Inc. were adopted and approved by the Directors and Shareholders of
the Corporation on May 24, 2005.
/s/ Dennis R. Bellar
--------------------------------
Dennis R. Bellar, Secretary
