B Y - L A W S
of
CAMBEX CORPORATION
(formerly known as "Cambridge Memory Systems, Inc.")
Section 1. ARTICLES OF ORGANIZATION
The name and purposes of the corporation shall be
as set forth in the articles of organization. These by-
laws, the powers of the corporation and of its
directors and stockholders, or of any class of
stockholders if there shall be more than one class of
stock, and all matters concerning the conduct and
regulation of the business and affairs of the
corporation shall be subject to such provisions in
regard thereto, if any, as are set forth in the
articles of organization as from time to time in
effect.
Section 2. STOCKHOLDERS
2.1. Annual Meeting. The annual meeting of the
stockholders shall be held at 2:00 o'clock in the
afternoon (unless a different hour is fixed by the
president or the board of directors and stated in the
notice) on a date in each year to be determined by the
board of directors within six months after the end of
each fiscal year. If that day be a legal holiday at
the place where the meeting is to be held, the meeting
shall be held on the next succeeding day not a legal
holiday at such place. Purposes for which an annual
meeting is to be held, additional to those prescribed
by law, by the articles of organization or by these by-
laws, may be specified by the president or by the
directors.
2.2. Special Meeting in Place of Annual Meeting.
If no annual meeting has been held in accordance with
the foregoing provisions, a special meeting of the
stockholders may be held in place thereof, and any
action taken at such special meeting shall have the
same force and effect as if taken at the annual
meeting, and in such case all references in these by-
laws to the annual meeting of the stockholders shall be
deemed to refer to such special meeting. Any such
special meeting shall be called as provided in Section
2.3.
2.3. Special Meetings. A special meeting of the
stockholders may be called at any time by the president
or by the directors. Each call of a meeting shall
state the place, date, hour and purposes of the
meeting.
2.4 Place of Meetings. All meetings of the
stockholders shall be held at the principal office of
the corporation in Massachusetts or, to the extent
permitted by the articles of organization, at such
other place within the United States as shall be fixed
by the president or the directors. Any adjourned
session of any meeting of the stockholders shall be
held at the same city or town as the initial session,
or within Massachusetts, in either case at the place
designated in the vote of adjournment.
2.5. Notice of Meetings. A written notice of each
meeting of stockholders, stating the place, date and
hour and the purposes of the meeting, shall be given at
least seven days before the meeting to each stockholder
entitled to vote thereat and to each stockholder who,
by law, by the articles of organization or by these by-
laws, is entitled to notice, by leaving such notice
with him or at his residence or usual place of
business, or by mailing it, postage prepaid, addressed
to such stockholder at his address as it appears in the
records of the corporation. Such notice shall be given
by the clerk or an assistant clerk or by an officer
designated by the directors. No notice of any meeting
of stockholders need be given to a stockholder if a
written waiver of notice, executed before or after the
meeting by such stockholder or his attorney thereunto
duly authorized, is filed with the records of the
meeting.
2.6. Quorum of Stockholders. At any meeting of
the stockholders, a quorum shall consist of a majority
in interest of all stock issued and outstanding and
entitled to vote at the meeting; except that if two or
more classes or series of stock are entitled to vote as
separate classes or series, then in the case of each
such class or series a quorum shall consist of a
majority in interest of all stock of that class or
series issued and outstanding; and except when a larger
quorum is required by law, by the articles of
organization or by these by-laws. Stock owned directly
or indirectly by the corporation, if any, shall not be
deemed outstanding for this purpose. Any meeting may be
adjourned from time to time by a majority of the votes
properly cast upon the question, whether or not a
quorum is present, and the meeting may be held as
adjourned without further notice.
2.7. Action by Vote. When a quorum is present at
any meeting, a plurality of the votes properly cast for
election to any office shall elect to such office, and
a majority of the votes properly cast upon any question
other than an election to an office shall decide the
question, except when a larger vote is required by law,
by the articles of organization or by these by-laws. No
ballot shall be required for any election unless
requested by a stockholder present or represented at
the meeting and entitled to vote in the election.
2.8. Voting. Stockholders entitled to vote shall
have one vote for each share of stock entitled to vote
held by them of record according to the records of the
corporation, unless otherwise provided by the articles
of organization. The corporation shall not, directly
or indirectly, vote any share of its own stock.
2.9. Action by Writing. Any action to be taken by
stockholders may be taken without a meeting if all
stockholders entitled to vote on the matter consent to
the action by a writing filed with the records of the
meetings of stockholders. Such consent shall be
treated for all purposes as a vote at a meeting.
2.10. Proxies. Stockholders entitled to vote
may vote either in person or by proxy in writing dated
not more than six months before the meeting named
therein, which proxies shall be filed with the clerk or
other person responsible to record the proceedings of
the meeting before being voted. Unless otherwise
specifically limited by their terms, such proxies shall
entitle the holders thereof to vote at any adjournment
of such meeting but shall not be valid after the final
adjournment of such meeting.
Section 3. BOARD OF DIRECTORS
3.1. Number. A board of not more than
nor less than three directors shall be elected at the
annual meeting of the stockholders, by such
stockholders as have the right to vote at such
election. The number of directors may be increased at
any time or from time to time either by the
stockholders or by the directors by vote of a majority
of the directors then in office. The number of
directors may be decreased to any number not less than
three at any time or from time to time either by the
stockholders or by the directors by a vote of a
majority of the directors then in office, but only to
eliminate vacancies existing by reason of the death,
resignation or removal of one or more directors. No
director need be a stockholder.
3.2. Tenure. Except as otherwise provided by law,
by the articles of organization or by these by-laws,
the directors shall hold office until the next annual
meeting of the stockholders and until their successors
are elected and qualified, or until a director sooner
dies, resigns, is removed or becomes disqualified.
3.3. Powers. Except as reserved to the
stockholders by law, by the articles of organization or
by these by-laws, the business of the corporation shall
be managed by the directors who shall have and may
exercise all the powers of the corporation. In
particular, and without limiting the generality of the
foregoing, the directors may at any time issue all or
from time to time any part of the unissued capital
stock of the corporation from time to time authorized
under the articles of organization and may determine,
subject to any requirements of law, the consideration
for which stock is to be issued and the manner of
allocating such consideration between capital and
surplus.
3.4. Committees. The directors may, by vote of a
majority of the directors then in office, elect from
their number an executive committee and other
committees and may by vote delegate to any such
committee or committees some or all of the powers of
the directors except those which by law, by the
articles of organization or by these by-laws they are
prohibited from delegating. Except as the directors
may otherwise determine, any such committee may make
rules for the conduct of its business, but unless
otherwise provided by the directors or such rules, its
business shall be conducted as nearly as may be in the
same manner as is provided by these by-laws for the
conduct of business by the directors.
3.5. Regular Meetings. Regular meetings of the
directors may be held without call or notice at such
places and at such times as the directors may from time
to time determine, provided that notice of the first
regular meeting following any such determination shall
be given to absent directors. A regular meeting of the
directors may be held without call or notice
immediately after and at the same place as the annual
meeting of the stockholders.
3.6. Special Meetings. Special meetings of the
directors may be held at any time and at any place
designated in the call of the meeting, when called by
the president or the treasurer or by two or more
directors, reasonable notice thereof being given to
each director by the secretary or an assistant
secretary, or, if there be none, by the clerk or an
assistant clerk, or by the officer or one of the
directors calling the meeting.
3.7. Notice. It shall be sufficient notice to a
director to send notice by mail at least forty-eight
hours or by telegram at least twenty-four hours before
the meeting addressed to him at his usual or last known
business or residence address or to give notice to him
in person or by telephone at least twenty-four hours
before the meeting. Notice of a meeting need not be
given to any director if a written waiver of notice,
executed by him before or after the meeting, is filed
with the records of the meeting, or to any director who
attends the meeting without protesting prior thereto or
at its commencement the lack of notice to him. Neither
notice of a meeting nor a waiver of a notice need
specify the purposes of the meeting.
3.8. Quorum. At any meeting of the directors a
majority of the directors then in office shall
constitute a quorum. Any meeting may be adjourned from
time to time by a majority of the votes cast upon the
question, whether or not a quorum is present, and the
meeting may be held as adjourned without further
notice.
3.9. Action by Vote. When a quorum is present at
any meeting, a majority of the directors present may
take any action, except when a larger vote is required
by law, by the articles of organization or by these by-
laws.
3.10. Action by Writing. Any action required
or permitted to be taken at any meeting of the
directors may be taken without a meeting if a written
consent thereto is signed by all the directors and such
written consent is filed with the records of the
meetings of the directors. Such consent shall be
treated for all purposes as a vote at a meeting.
Section 4. OFFICERS AND AGENTS
4.1. Enumeration: Qualification. The officers of
the corporation shall be a president, a treasurer, a
clerk, and such other officers, if any, as the
incorporators at their initial meeting, or the
directors from time to time, may in their discretion
elect or appoint. The corporation may also have such
agents, if any, as the incorporators at their initial
meeting, or the directors from time to time, may in
their discretion appoint. Any officer may be but none
need be a director or stockholder. The clerk shall be a
resident of Massachusetts unless the corporation has a
resident agent appointed for the purpose of service of
process. Any two or more offices may be held by the
same person. Any officer may be required by the
directors to give bond for the faithful performance of
his duties to the corporation in such amount and with
such sureties as the directors may determine.
4.2. Powers. Subject to law, to the articles of
organization and to the other provisions of these by-
laws, each officer shall have, in addition to the
duties and powers herein set forth, such duties and
powers as are commonly incident to his office and such
duties and powers as the directors may from time to
time designate.
4.3. Election. The president, the treasurer and
the clerk shall be elected annually by the directors at
their first meeting following the annual meeting of the
stockholders. Other officers, if any, may be elected
or appointed by the board of directors at said meeting
or at any other time.
4.4. Tenure. Except as otherwise provided by law
or by the articles of organization or by these by-laws,
the president, the treasurer and the clerk shall hold
office until the first meeting of the directors
following the next annual meeting of the stockholders
and until their respective successors are chosen and
qualified, and each other officer shall hold office
until the first meeting of the directors following the
next annual meeting of the stockholders unless a
shorter period shall have been specified by the terms
of his election or appointment, or in each case until
he sooner dies, resigns, is removed or becomes
disqualified. Each agent shall retain his authority at
the pleasure of the directors.
4.5. President and Vice Presidents. The president
shall be the chief executive officer of the corporation
and, subject to the control of the directors, shall
have general charge and supervision of the business of
the corporation. The president shall preside at all
meetings of the stockholders and of the directors at
which he is present, except as otherwise voted by the
directors.
Any vice presidents shall have such duties and
powers as shall be designated from time to time by the
directors.
4.6. Treasurer and Assistant Treasurers. Except
as the Directors otherwise specify, the treasurer shall
be the chief financial and accounting officer of the
corporation and shall be in charge of its funds and
valuable papers, books of account and accounting
records, and shall have such other duties and powers as
may be designated from time to time by the directors or
by the president.
Any assistant treasurers shall have such duties
and powers as shall be designated from time to time by
the directors.
4.7. Clerk and Assistant Clerks. The clerk
shall record all proceedings of the stockholders in a
book or series of books to be kept therefor, which book
or books shall be kept at the principal office of the
corporation or at the office of its transfer agent or
of its clerk and shall be open at all reasonable times
to the inspection of any stockholder. In the absence
of the clerk from any meeting of stockholders, an
assistant clerk, or if there be none or he is absent, a
temporary clerk chosen at the meeting, shall record the
proceedings thereof in the aforesaid book. Unless a
transfer agent has been appointed the clerk shall keep
or cause to be kept the stock and transfer records of
the corporation, which shall contain the names and
record addresses of all stockholders and the amount of
stock held by each. If no secretary is elected, the
clerk shall keep a true record of the proceedings of
all meetings of the directors and in his absence from
any such meeting an assistant clerk, or if there be
none or he is absent, a temporary clerk chosen at the
meeting, shall record the proceedings thereof.
Any assistant clerk shall have such duties and
powers as shall be designated from time to time by the
directors.
4.8. Secretary and Assistant Secretaries. If a
secretary is elected, he shall keep a true record of
the proceedings of all meetings of the directors and in
his absence from any such meeting an assistant
secretary, or if there be none or he is absent, a
temporary secretary chosen at the meeting, shall record
the proceedings thereof.
Any assistant secretaries shall have such duties
and powers as shall be designated from time to time by
the directors.
Section 5. RESIGNATIONS AND REMOVALS
Any director or officer may resign at any time by
delivering his resignation in writing to the president,
the treasurer or the clerk or to a meeting of the
directors. Such resignation shall be effective upon
receipt unless specified to be effective at some other
time. A director (including persons elected by
directors to fill vacancies in the board) may be
removed from office (a) with or without cause by the
vote of the holders of a majority of the shares issued
and outstanding and entitled to vote in the election of
directors, provided that the directors of a class
elected by a particular class of stockholders may be
removed only by the vote of the holders of a majority
of the shares of such class, or (b) for cause by vote
of a majority of the directors then in office. The
directors may remove any officer elected by them with
or without cause by the vote of a majority of the
directors then in office. A director or officer may be
removed for cause only after reasonable notice and
opportunity to be heard before the body proposing to
remove him. No director or officer resigning, and
(except where a right to receive compensation shall be
expressly provided in a duly authorized written
agreement with the corporation) no director or officer
removed, shall have any right to any compensation as
such director or officer for any period following his
resignation or removal, or any right to damages on
account of such removal, whether his compensation be by
the month or by the year or otherwise; unless in the
case of a resignation, the directors, or in the case of
a removal, the body acting on the removal, shall in
their or its discretion provide for compensation.
Section 6. VACANCIES
Any vacancy in the board of directors, including a
vacancy resulting from the enlargement of the board,
may be filled by the stockholders or, in the absence of
stockholder action, by the directors by vote of a
majority of the directors then in office. If the
office of the president or the treasurer or the clerk
becomes vacant, the directors may elect a successor by
vote of a majority of the directors then in office. If
the office of any other officer becomes vacant, the
directors may elect or appoint a successor by vote of a
majority of the directors present. Each such successor
shall hold office for the unexpired term, and in the
case of the president, the treasurer and the clerk,
until his successor is chosen and qualified, or in each
case until he sooner dies, resigns, is removed or
becomes disqualified. The directors shall have and may
exercise all their powers notwithstanding the existence
of one or more vacancies in their number.
Section 7. CAPITAL STOCK
7.1. Number and Par Value. The total number of
shares and the par value, if any, of each class of
stock which the corporation is authorized to issue
shall be as stated in the articles of organization.
7.2. Fractional Shares. The corporation shall not
issue fractional shares of stock but may issue scrip in
registered or bearer form which shall entitle the
holder to receive a certificate for a full share upon
surrender of such scrip aggregating a full share, the
terms and conditions and manner of issue of such scrip
to be fixed by the directors.
7.3. Stock Certificates. Each stockholder shall
be entitled to a certificate stating the number and the
class and the designation of the series, if any, of the
shares held by him, in such form as shall, in
conformity to law, be prescribed from time to time by
the directors. Such certificate shall be signed by the
president or a vice president and by the treasurer or
an assistant treasurer. Such signatures may be
facsimiles if the certificate is signed by a transfer
agent, or by a registrar, other than a director,
officer or employee of the corporation. In case any
officer who has signed or whose facsimile signature has
been placed on such certificate shall have ceased to be
such officer before such certificate is issued, it may
be issued by the corporation with the same effect as if
he were such officer at the time of its issue.
7.4. Loss of Certificates. In the case of the
alleged loss or destruction or the mutilation of a
certificate of stock, a duplicate certificate may be
issued in place thereof, upon such terms as the
directors may prescribe.
Section 8. TRANSFER OF SHARES OF STOCK
8.1. Transfer on Books. Subject to the
restrictions, if any, stated or noted on the stock
certificates, shares of stock may be transferred on the
books of the corporation by the surrender to the
corporation or its transfer agent of the certificate
therefor properly endorsed or accompanied by a written
assignment and power of attorney properly executed,
with necessary transfer stamps affixed, and with such
proof of the authenticity of signature as the directors
or the transfer agent of the corporation may reasonably
require. Except as may be otherwise required by law,
by the articles of organization or by these by-laws,
the corporation shall be entitled to treat the record
holder of stock as shown on its books as the owner of
such stock for all purposes, including the payment of
dividends and the right to receive notice and to vote
with respect thereto, regardless of any transfer,
pledge or other disposition of such stock until the
shares have been transferred in the books of the
corporation in accordance with the requirements of
these by-laws.
It shall be the duty of each stockholder to notify
the corporation of his post office address.
8.2. Record Date and Closing Transfer Books. The
directors may fix in advance a time, which shall not be
more than sixty days before the date of any meeting of
stockholders or the date for the payment of any
dividend or making of any distribution to stockholders
or the last day on which the consent or dissent of
stockholders may be effectively expressed for any
purpose, as the record date for determining the
stockholders having the right to notice of and to vote
at such meeting and any adjournment thereof or the
right to receive such dividend or distribution or the
right to give such consent or dissent, and in such case
only stockholders of record on such record date shall
have such right, notwithstanding any transfer of stock
on the books of the corporation after the record date;
or without fixing such record date the directors may
for any of such purposes close the transfer books for
all or any part of such period.
Section 9. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The corporation shall, to the extent legally
permissible, indemnify each of its directors and
officers (including persons who serve at its request as
directors, officers or trustees of another organization
in which it has any interest, as a shareholder,
creditor or otherwise) against all liabilities and
expenses, including amounts paid in satisfaction of
judgments, in compromise or as fines and penalties, and
counsel fees, reasonably incurred by him in connection
with the defense or disposition of any action, suit or
other proceeding, whether civil or criminal, in which
he may be involved or with which he may be threatened,
while in office or thereafter, by reason of his being
or having been such a director or officer, except with
respect to any matter as to which he shall have been
adjudicated in any proceeding not to have acted in good
faith in the reasonable belief that his action was in
the best interests of the corporation; provided,
however, that as to any matter disposed of by a
compromise payment by such director or officer,
pursuant to a consent decree or otherwise, no
indemnification either for said payment or for any
other expenses shall be provided unless such compromise
shall be approved as in the best interests of the
corporation, after notice that it involves such
indemnification: (a) by a disinterested majority of
the directors then in office; or (b) by a majority of
the disinterested directors then in office, provided
that there has been obtained an opinion in writing of
independent legal counsel to the effect that such
director or officer appears to have acted in good faith
in the reasonable belief that his action was in the
best interests of the corporation; or (c) by the
holders of a majority of the outstanding stock at the
time entitled to vote for directors, voting as a single
class, exclusive of any stock owned by any interested
director or officer. The right of indemnification
hereby provided shall not be exclusive of or affect any
other rights to which any director or officer may be
entitled. As used in this Section, the terms
"director" and "officer" include their respective
heirs, executors and administrators, and an
"interested" director or officer is one against whom in
such capacity the proceedings in question or another
proceeding on the same or similar grounds is then
pending. Nothing contained in this Section shall
affect any rights to indemnification to which corporate
personnel other than directors and officers may be
entitled by contract or otherwise under law.
Section 10. CORPORATE SEAL
The seal of the corporation shall, subject to
alteration by the directors, consist of a flat-faced
circular die with the word "Massachusetts", together
with the name of the corporation and the year of its
organization, cut or engraved thereon.
Section 11. EXECUTION OF PAPERS
Except as the directors may generally or in
particular cases authorize the execution thereof in
some other manner, all deeds, leases, transfers,
contracts, bonds, notes, checks, drafts and other
obligations made, accepted or endorsed by the
corporation shall be signed by the president or by one
of the vice presidents or by the treasurer.
Section 12. FISCAL YEAR
Except as from time to time otherwise provided by
the board of directors, the fiscal year of the
corporation shall end on the last day of December of
each year.
Section 13. AMENDMENTS
These by-laws may be altered, amended or repealed
at any annual or special meeting of the stockholders
called for the purpose, of which the notice shall
specify the subject matter of the proposed alteration,
amendment or repeal or the sections to be affected
thereby, by vote of the stockholders, or if there shall
be two or more classes or series of stock entitled to
vote on the question, by vote of each such class or
series. These by-laws may also be altered, amended or
repealed by vote of the majority of the directors then
in office, except that the directors shall not take any
action which provides for indemnification of directors
or affects the powers of directors or officers to
contract with the corporation, nor any action to amend
this Section 13, and except that the directors shall
not take any action unless permitted by law.
Any by-law so altered, amended or repealed by the
directors may be further altered or amended or
reinstated by the stockholders in the above manner.