Exhibit 3.3
AMENDED AND RESTATED BYLAWS
OF
SHEFFIELD STEEL CORPORATION
(As Adopted August 12, 2002)
TABLE OF CONTENTS
TO
AMENDED AND RESTATED BYLAWS
OF
SHEFFIELD STEEL CORPORATION
(a Delaware corporation)
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ARTICLE I. - | | STOCKHOLDERS | | 1 |
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Section 1.01. | | Annual Meeting | | 1 |
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Section 1.02. | | Special Meetings | | 1 |
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Section 1.03. | | Notice of Meetings | | 1 |
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Section 1.04. | | Quorum | | 2 |
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Section 1.05. | | Organization | | 2 |
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Section 1.06. | | Conduct of Business | | 3 |
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Section 1.07. | | Proxies and Voting | | 3 |
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Section 1.08. | | Stock List | | 4 |
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Section 1.09. | | Inspectors of Elections | | 5 |
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Section 1.10. | | Voting Procedures | | 5 |
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ARTICLE II. - | | BOARD OF DIRECTORS | | 5 |
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Section 2.01. | | Number and Term of Office | | 5 |
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Section 2.02. | | Vacancies | | 6 |
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Section 2.03. | | Regular Meetings | | 6 |
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Section 2.04. | | Special Meetings | | 6 |
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Section 2.05. | | Quorum | | 6 |
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Section 2.06. | | Participation in Meetings by Conference Telephone | | 6 |
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Section 2.07. | | Conduct of Business | | 7 |
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Section 2.08. | | Written Consents | | 7 |
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Section 2.09. | | Powers | | 7 |
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Section 2.10. | | Compensation of Directors | | 8 |
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ARTICLE III. - | | COMMITTEES | | 8 |
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Section 3.01. | | Executive Committee | | 8 |
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Section 3.02. | | Other Committees of the Board of Directors | | 8 |
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Section 3.03. | | Limitations on Power and Authority of Committees | | 8 |
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Section 3.04. | | Conduct of Business | | 9 |
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ARTICLE IV. - | | OFFICERS | | 9 |
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Section 4.01. | | Generally | | 9 |
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TABLE OF CONTENTS
(continued)
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Section 4.02. | | Chairman | | 9 |
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Section 4.03. | | President | | 9 |
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Section 4.04. | | Vice-Presidents | | 10 |
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Section 4.05. | | Treasurer | | 10 |
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Section 4.06. | | Secretary | | 10 |
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Section 4.07. | | Assistant Secretary | | 10 |
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Section 4.08. | | Delegation of Authority | | 10 |
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Section 4.09. | | Removal | | 10 |
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Section 4.10. | | Action with Respect to Securities of Other Corporations | | 10 |
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ARTICLE V. - | | STOCK | | 11 |
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Section 5.01. | | Certificates of Stock | | 11 |
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Section 5.02. | | Transfers of Stock | | 11 |
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Section 5.03. | | Record Date | | 11 |
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Section 5.04. | | Lost, Stolen or Destroyed Certificates | | 12 |
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Section 5.05. | | Regulations | | 12 |
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ARTICLE VI. - | | NOTICES | | 12 |
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Section 6.01. | | Notices | | 12 |
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Section 6.02. | | Waivers | | 12 |
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ARTICLE VII. - | | MISCELLANEOUS | | 13 |
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Section 7.01. | | Facsimile Signatures | | 13 |
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Section 7.02. | | Corporate Seal | | 13 |
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Section 7.03. | | Reliance upon Books, Reports and Records | | 13 |
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Section 7.04. | | Fiscal Year | | 13 |
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Section 7.05. | | Time Periods | | 13 |
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ARTICLE VIII. - | | AMENDMENTS | | 13 |
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Section 8.01. | | Amendments | | 13 |
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AMENDED AND RESTATED BYLAWS
OF
SHEFFIELD STEEL CORPORATION
ARTICLE I. - STOCKHOLDERS
Section 1.01. Annual Meeting
An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place on such date, and at such time as the Board of Directors shall each year fix, which date shall be within thirteen (13) months subsequent to the later of the date of incorporation or the last annual meeting of stockholders. The Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may be held solely by means of remote communication.
Section 1.02. Special Meetings
Special meetings of the stockholders, for any purpose or purposes prescribed in the notice of the meeting, may be called by the Board of Directors or by the Chairman of the Board or the President and shall be held at such place, on such date, and at such time as they or he shall fix.
Section 1.03. Notice of Meetings
Written notice of the place, if any, date, and time of all meetings, and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at the meetings, of the stockholders shall be given, not less than ten (10) nor more than sixty (60) days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, except as otherwise provided herein or required by law (meaning, here and hereinafter, as required from time to time by the General Corporation Law of the State of Delaware or the Certificate of Incorporation; the term “Certificate of Incorporation” as used herein shall mean the Certificate of Incorporation of the corporation as may be amended from time to time). Notice of a special meeting of the stockholders shall also state the purpose or purposes for which the meeting is called.
When a meeting is adjourned to another place, if any, date or time, written notice need not be given of the adjourned meeting if the place, if any, date, and time thereof and the means of remote communications, if any, by which the stockholders and proxyholders may be deemed to be present in person and vote at the adjourned meeting are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, if any, date, and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.
If a meeting is to be held solely by remote communication, notice of a meeting shall also provide the information required to gain access to the stockholder list by reasonably accessible
electronic network; provided, however, that such list shall only be available to stockholders of the corporation.
Notice may be given effectively to stockholders if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. The consent shall be revocable by the stockholder by written notice to the corporation. Such consent shall be deemed revoked if (a) the corporation is unable to deliver by electronic transmission two (2) consecutive notices given by the corporation in accordance with the consent, and (b) the inability becomes known to the Secretary or an Assistant Secretary of the corporation or to the transfer agent, or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat the inability as a revocation shall not invalidate any meeting or other action.
Notice shall be deemed effectively given (i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (iii) if by a posting on an electronic network together with separate notice to the stockholder of the specific posting, upon the later of such posting and the giving of such separate notice; and (iv) if by any other form of electronic transmission, when directed to the stockholder in accordance with the stockholder’s consent. An affidavit of the Secretary or an Assistant Secretary or of the transfer agent or other agent of the corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
Section 1.04. Quorum
At any meeting of the stockholders, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person, represented by proxy or by means of remote communication shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law.
If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the shares of the stock entitled to vote who are present, in person, represented by proxy or by means of remote communication may adjourn the meeting to another date or time.
If a notice of any adjourned special meeting of stockholders is sent to all stockholders entitled to vote thereat, stating that it will be held with those present constituting a quorum, then except as otherwise required by law, those present at such adjourned meeting shall constitute a quorum, and all matters shall be determined by a majority of the votes cast at such meeting.
Section 1.05. Organization
Such person as the Board of Directors may have designated or, in the absence of such a person, the highest ranking officer of the corporation who is present shall call to order any meeting of the stockholders and act as chairman of the meeting. In the absence of the Secretary of the corporation, the secretary of the meeting shall be such person as the chairman appoints.
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Section 1.06. Conduct of Business
The chairman of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him in order.
Section 1.07. Proxies and Voting
At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized in such manner as specifically permitted by the General Corporation Law of the State of Delaware or as the corporation may otherwise permit. Proof of such authority shall be filed in accordance with the procedure established for the meeting. If authorized by the Board of Directors, the requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission; provided that the electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder or proxyholder. The validity and authenticity of any proxy shall be determined by the corporation.
Each stockholder shall have one vote for every share of stock entitled to vote which is registered in his name on the record date for the meeting, except as otherwise provided herein or required by law.
Except as otherwise provided in these bylaws, all voting shall be by a stock vote. Every stock vote shall be taken by ballots, each of which shall state the name of the stockholder or proxy voting and such other information as may be required under the procedure established for the meeting. Every vote taken by ballots shall be counted by an inspector or inspectors appointed by the chairman of the meeting.
All elections shall be determined by a plurality of the votes cast, and except as otherwise required by law, all other matters shall be determined by a majority of the votes cast.
Notwithstanding the provisions of this Section 1.07, except as set forth below, any action required or which may be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice or a vote, if a consent or consents 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 and shall be delivered to the corporation by delivery to its registered office, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand, by certified or registered mail, return receipt requested. Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered in the manner required by this section to the corporation, written consents signed by a sufficient number of holders to take action are delivered to the corporation in the manner required by this section.
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Such written consent or consents shall be filed with the minutes of the proceedings of the stockholders. Prompt notice of the taking of any corporate action by the stockholders without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of stockholders to take the action were delivered to the corporation as provided in this section.
Stockholders may, unless otherwise provided by law, act by written consent to elect directors; provided, however, that if the consent is less than unanimous, the action by written consent may be in lieu of holding an annual meeting only if all the directorships to which directors could be elected at an annual meeting held at the effective time of the action are vacant and are filled by the action.
Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.
Section 1.08. Stock List
The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Nothing contained in this section shall require the corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of at least ten (10) days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an electronic network, the corporation shall take reasonable steps to ensure that such information is available only to stockholders of the corporation.
If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.
The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the corporation, or to vote in person or by proxy at any meeting of stockholders.
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Section 1.09. Inspectors of Elections
In advance of any meeting of stockholders, the corporation may, but shall not be required to, appoint one (1) or more inspectors to act at the meeting and make a written report thereof. The corporation may designate one (1) or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one (1) or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability.
The inspector or inspectors, if appointed, shall (i) ascertain the number of shares outstanding and the voting power of each; (ii) determine the shares represented at the meeting and the validity of proxies and ballots; (iii) count all votes and ballots; (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and (v) certify their determination of the number of shares represented at the meeting and their count of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of such inspectors. The person presiding at the meeting of stockholders shall announce the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting.
No ballot, proxy or vote, nor any revocation thereof or change thereto, shall be accepted by the inspectors after the closing of the polls unless the Delaware Court of Chancery upon application by a stockholder shall determine otherwise.
Section 1.10. Voting Procedures
In determining the validity and counting of proxies and ballots, the inspectors shall be limited to an examination of the proxies, any envelopes submitted with the proxies, ballots and the regular books and records of the corporation, except that the inspectors may consider other reliable information for the limited purpose of reconciling proxies and ballots submitted by or on behalf of banks, brokers, their nominees or similar persons which represent more votes than the holder of a proxy is authorized by the record owner to cast or more votes that the stockholder holds of record. If the inspectors consider other reliable information for the limited purpose permitted herein, the inspectors at the time they make their certification as required by these bylaws shall specify the precise information considered by them, including the person or persons from whom they obtained the information, when the information was obtained, the means by which the information was obtained and the basis for the inspectors’ belief that the information is accurate and reliable.
ARTICLE II. - BOARD OF DIRECTORS
Section 2.01. Number and Term of Office
The number of directors who shall constitute the whole board shall be such number not less than one (1) nor more than five (5) as the Board of Directors shall at the time have
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designated. Each director shall be elected for a term of one (1) year and until his successor is elected and qualified, except as otherwise provided herein or required by law.
Whenever the authorized number of directors is increased between annual meetings of the stockholders, a majority of the directors then in office shall have the power to elect such new directors for the balance of a term and until their successors are elected and qualified. Any decrease in the authorized number of directors shall not become effective until the expiration of the term of the directors then in office unless, at the time of such decrease, there shall be vacancies on the board which are being eliminated by the decrease.
Section 2.02. Vacancies
If the office of any director becomes vacant by reason of death, resignation, disqualification, removal or other cause, a majority of the directors remaining in office, although less than a quorum, may elect a successor for the unexpired term and until his successor is elected and qualified.
Section 2.03. Regular Meetings
Regular meetings of the Board of Directors shall be held at such place or places, on such date or dates, and at such time or times as shall have been established by the Board of Directors and publicized among all directors. A notice of each regular meeting shall not be required.
Section 2.04. Special Meetings
Special meetings of the Board of Directors may be called by one-third (1/3) of the directors then in office or by the Chairman of the Board or the President and shall be held at such place, on such date, and at such time as they or he shall fix. Notice of the place, date, and time of each such special meeting shall be given each director by whom it is not waived in one or more of the following ways: (i) by mailing written notice not less than three (3) days before the meeting; (ii) by personally delivering the same not less than eighteen (18) hours before the meeting; (iii) by telegraphing, transmitting by facsimile or telephoning the same in a manner reasonably designed to reach the director not less than (18) hours before the meeting; or (iv) by electronic transmission pursuant to authorization of the Board of Directors. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.
Section 2.05. Quorum
At any meeting of the Board of Directors, a majority of the directors shall constitute a quorum for all purposes. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to another place, date, or time, without further notice or waiver thereof.
Section 2.06. Participation in Meetings by Conference Telephone
Members of the Board of Directors, or of any committee thereof, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment that enables all persons participating in the meeting to hear each other. Such participation shall constitute presence in person at such meeting.
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Section 2.07. Conduct of Business
At any meeting of the Board of Directors at which a quorum of directors is present, business shall be transacted in such order and manner as the board may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided herein or required by law.
Section 2.08. Written Consents
Action may be taken by the Board of Directors without a meeting if all members thereof consent thereto in writing or by facsimile, and the writing or writings or facsimile or facsimiles are filed with the minutes of proceedings of the Board of Directors.
Section 2.09. Powers
The Board of Directors may, except as otherwise required by law, exercise all such powers and do all such acts and things as may be exercised or done by the corporation, including, without limiting the generality of the foregoing, the unqualified power:
(1) To declare dividends from time to time in accordance with law;
(2) To purchase or otherwise acquire any property, rights or privileges on such terms as it shall determine;
(3) To authorize the creation, making and issuance, in such form as it may determine, of written obligations of every kind, negotiable or non-negotiable, secured or unsecured, and to do all things necessary in connection therewith;
(4) To remove any officer of the corporation with or without cause, and from time to time to devolve the powers and duties of any officer upon any other person for the time being;
(5) To confer upon any officer of the corporation the power to appoint, remove and suspend subordinate officers and agents;
(6) To adopt from time to time such stock, option, stock purchase, bonus or other compensation plans for directors, officers and agents of the corporation and its subsidiaries as it may determine;
(7) To adopt from time to time such insurance, retirement, and other benefit plans for directors, officers and agents of the corporation and its subsidiaries as it may determine; and
(8) To adopt from time to time regulations, not inconsistent with these bylaws, for the management of the corporation’s business and affairs.
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Section 2.10. Compensation of Directors
Directors, as such, may receive, pursuant to resolution of the Board of Directors, fixed fees and other compensation for their services as directors, including, without limitation, their services as members of committees of the directors.
ARTICLE III. - COMMITTEES
Section 3.01. Executive Committee
The Board of Directors may designate an Executive Committee to serve at the pleasure of the board and shall elect a director or directors to serve as the member or members of the Executive Committee, designating, if it desires, other directors as alternative members who may replace any absent or disqualified member at any meeting of the Executive Committee. The Executive Committee, except to the extent as it may be restricted from time to time by the vote of a majority of the total number of directors, may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it subject to the limitations set forth on Section 3.03. Unless expressly restricted by resolution of the Board of Directors or otherwise by law, the Executive Committee shall have the power and authority to declare a dividend, to authorize the issuance of stock and to adopt a certificate of ownership and merger. In the absence or disqualification of any member of the Executive Committee, and any alternate member in his place, the member or members of the Executive Committee present at the meeting and not disqualified from voting, whether or not he or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.
Section 3.02. Other Committees of the Board of Directors
The Board of Directors may from time to time designate other committees of the board, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the board and shall, for those committees, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternative members who may replace any absent or disqualified member at any meeting of the committee. Any committee so designated may exercise the power and authority of the Board of Directors to the extent the resolution designating the committee or a supplemental resolution of the Board of Directors shall so provide subject to the limitation set forth in Section 3.03. In the absence or disqualification of any member of any committee and any alternate member in his place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.
Section 3.03. Limitations on Power and Authority of Committees
No committee of the Board of Directors shall have any power or authority in reference to amending the Certificate of Incorporation of the corporation (except that the Executive Committee, to the extent authorized in the resolution or resolutions providing for the issuance of
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shares of stock adopted by the Board of Directors, may fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation or fix the number of the shares in any series of stock or authorize the increase or decrease of the shares of any series), adopting an agreement of merger or consolidation (other than an agreement to merge with a subsidiary or parent corporation of the corporation), recommending to the stockholders the sale, lease or exchange of all or substantially all of the property and assets of the corporation, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, amending the bylaws of the corporation, or taking any other action otherwise prohibited by law.
Section 3.04. Conduct of Business
Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings; a majority of the members shall constitute a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of such committee.
ARTICLE IV. - OFFICERS
Section 4.01. Generally
The officers of the corporation shall consist of a President, a Secretary, a Treasurer and such other senior or subordinate officers as may from time to time be appointed by the Board of Directors. The Board of Directors may also elect from its number a Chairman of the corporation. Officers shall be elected by the Board of Directors, which shall consider that subject at its first meeting after every annual meeting of stockholders. Each officer shall hold his office until his successor is elected and qualified or until his earlier resignation or removal. Any number of offices may be held by the same person.
Section 4.02. Chairman
The Chairman, if any, shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from lime to time assigned to him by the Board of Directors. He shall be the senior officer of the corporation and shall be responsible for overall planning and policy.
Section 4.03. President
The President shall be the chief executive officer of the corporation and shall serve as a member of the Board of Directors. Subject to the provisions of these bylaws and to the direction of the Board of Directors, he shall have the responsibility for the general management and
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control of the affairs and business of the corporation and shall perform all duties and have all powers which are commonly incident to the office of chief executive or which are delegated to him by the Board of Directors. He shall have power to sign all stock certificates, contracts and other instruments of the corporation which are authorized. He shall have general supervision and direction of all of the other officers and agents of the corporation.
Section 4.04. Vice-Presidents
Each Vice-president shall perform such duties as the Board of Directors shall prescribe. In the absence or disability of the President, the Vice-president who has served in such capacity for the longest time shall perform the duties and exercise the powers of the President.
Section 4.05. Treasurer
The Treasurer shall have the custody of all monies and securities of the corporation and shall keep regular books of account. He shall make such disbursements of the funds of the corporation as are proper and shall render from time to time an account of all such transactions and of the financial condition of the corporation.
Section 4.06. Secretary
The Secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the stockholders and the Board of Directors. He shall have charge of the corporate books.
Section 4.07. Assistant Secretary
The Assistant Secretary shall have the authority to take any action which the Secretary would otherwise be authorized or required to take.
Section 4.08. Delegation of Authority
The Board of Directors may from time to lime delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof.
Section 4.09. Removal
Any officer of the corporation may be removed at any time, with or without cause, by the Board of Directors.
Section 4.10. Action with Respect to Securities of Other Corporations
Unless otherwise directed by the Board of Directors, the President shall have power to vote and otherwise act on behalf of the corporation, in person or by proxy, at any meeting of stockholders of or with respect to any action of stockholders of any other corporation in which this corporation may hold securities and otherwise to exercise any and all rights and powers which this corporation may possess by reason of its ownership of securities in such other corporation.
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ARTICLE V. - STOCK
Section 5.01. Certificates of Stock
Each stockholder shall be entitled to a certificate signed by, or in the name of the corporation by, the President or a Vice-president, and by the Secretary or the Assistant Secretary, or the Treasurer or an assistant treasurer, certifying the number of shares owned by him. Any of or all the signatures on the certificate may be facsimile. The Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the corporation’s stock may be uncertificated shares.
Section 5.02. Transfers of Stock
Transfers of stock shall be made only upon the transfer books of the corporation kept at an office of the corporation or by transfer agents designated to transfer shares of the stock of the corporation. Except where a certificate is issued in accordance with Section 5.04 of these bylaws, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before a new certificate is issued therefor.
Section 5.03. Record Date
The Board of Directors may fix a record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.
In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by the General Corporation Law of the State of Delaware, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in this state, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the
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Board of Directors is required by the General Corporation Law of the State of Delaware, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.
In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) nor less than ten (10) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
Section 5.04. Lost, Stolen or Destroyed Certificates
In the event of the loss, theft or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board of Directors may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity.
Section 5.05. Regulations
The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board of Directors may establish.
ARTICLE VI. - NOTICES
Section 6.01. Notices
Except as otherwise permitted herein, whenever notice is required to be given to any stockholder, director, officer, or agent, such requirement shall not be construed to mean personal notice. Such notice may in every instance be effectively given by depositing a writing in a post office or letter box, first class postage prepaid, or by dispatching a prepaid telegram, addressed to such stockholder, director, officer, or agent at his or her address as the same appears on the books of the corporation or by electronic transmission. The time when such notice is deposited or dispatched shall be the time of the giving of the notice.
Section 6.02. Waivers
A written waiver of any notice, signed by a stockholder, director, officer, or agent, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such stockholder, director, officer, or agent. Neither the business nor the purpose of any meeting need be specified in such a waiver.
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ARTICLE VII. - MISCELLANEOUS
Section 7.01. Facsimile Signatures
In addition to the provisions for the use of facsimile signatures elsewhere specifically authorized in these bylaws, facsimile signatures of any officer or officers of the corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.
Section 7.02. Corporate Seal
The Board of Directors may provide a suitable seal, containing the name of the corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by the Assistant Secretary or assistant treasurer.
Section 7.03. Reliance upon Books, Reports and Records
Each director, each member of any committee designated by the Board of Directors, and each officer of the corporation shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account or other records of the corporation and upon such information, opinions, reports or statements presented to the corporation by any of the corporation’s officers or employees, or committees of the Board of Directors, or by any other person as to matters the director reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the corporation.
Section 7.04. Fiscal Year
The fiscal year of the corporation shall be as fixed by the Board of Directors.
Section 7.05. Time Periods
In applying any provision of these bylaws which require than an act be done or not done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded and the day of the event shall be included.
ARTICLE VIII. - AMENDMENTS
Section 8.01. Amendments
These bylaws may be amended or repealed by the Board of Directors at any meeting or by the stockholders at any meeting.
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