MOLEX INCORPORATED
RESTATEMENT OF BY-LAWS
(As of April 30, 1999)
TABLE OF CONTENTS
ARTICLE I. OFFICES. . . . . . . . . . . . . . . . . . .1
SECTION 1. PRINCIPAL OFFICE.. . . . . . . . . . . . . .1
SECTION 2. OTHER OFFICES. . . . . . . . . . . . . . . .1
ARTICLE II. STOCKHOLDERS . . . . . . . . . . . . . . . .1
SECTION 1. PLACE OF MEETING.. . . . . . . . . . . . . .1
SECTION 2. ANNUAL MEETING.. . . . . . . . . . . . . . .1
SECTION 3. SPECIAL MEETINGS.. . . . . . . . . . . . . .1
SECTION 4. NOTICE.. . . . . . . . . . . . . . . . . . .1
SECTION 5. ADJOURNED MEETINGS.. . . . . . . . . . . . .1
SECTION 6. QUORUM.. . . . . . . . . . . . . . . . . . .2
SECTION 7. VOTING.. . . . . . . . . . . . . . . . . . .2
SECTION 8. ACTION WITHOUT MEETING.. . . . . . . . . . .2
SECTION 9. STOCKHOLDER NOMINATIONS AND BUSINESS PROPOSALS.2
A. Annual Meetings of Stockholders.. . . . . . . . .2
1. Nominations and Business Proposals.. . . . .2
2. Notice to Corporation. . . . . . . . . . . .2
3. Increase in Number of Directors. . . . . . .3
B. Special Meetings of Stockholders. . . . . . . . .3
1. Nominations of Directors.. . . . . . . . . .3
2. Notice to Corporation. . . . . . . . . . . .3
C. General.. . . . . . . . . . . . . . . . . . . . .4
1. Acceptance of Nominations and Proposals. . .4
2. Compliance with Exchange Act.. . . . . . . .4
3. Definitions. . . . . . . . . . . . . . . . .4
ARTICLE III. DIRECTORS. . . . . . . . . . . . . . . . . .5
SECTION 1. NUMBER AND TENURE. . . . . . . . . . . . . .5
SECTION 2. VACANCIES. . . . . . . . . . . . . . . . . .5
SECTION 3. REGULAR MEETINGS.. . . . . . . . . . . . . .5
SECTION 4. SPECIAL MEETINGS.. . . . . . . . . . . . . .5
SECTION 5. NOTICE.. . . . . . . . . . . . . . . . . . .5
SECTION 6. QUORUM.. . . . . . . . . . . . . . . . . . .5
SECTION 7. ACTION WITHOUT MEETING.. . . . . . . . . . .5
SECTION 8. ACTION BY CONFERENCE TELEPHONE.. . . . . . .5
SECTION 9. COMMITTEES.. . . . . . . . . . . . . . . . .6
SECTION 10. COMPENSATION OF DIRECTORS. . . . . . . . . .6
ARTICLE IV. OFFICERS . . . . . . . . . . . . . . . . . .6
SECTION 1. NUMBER AND SALARIES. . . . . . . . . . . . .6
SECTION 2. ELECTION AND TERM OF OFFICE. . . . . . . . .6
SECTION 3. THE CHAIRMAN OF THE BOARD. . . . . . . . . .6
SECTION 4. THE PRESIDENT. . . . . . . . . . . . . . . .6
SECTION 5. THE VICE PRESIDENTS. . . . . . . . . . . . .7
SECTION 6. THE SECRETARY. . . . . . . . . . . . . . . .7
SECTION 7. THE TREASURER. . . . . . . . . . . . . . . .7
SECTION 8. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS.7
SECTION 9. VICE CHAIRMAN OF THE BOARD.. . . . . . . . .7
SECTION 10. THE CHIEF EXECUTIVE OFFICER. . . . . . . . .7
ARTICLE V. CERTIFICATES OF STOCK. . . . . . . . . . . .7
SECTION 1. SIGNATURE BY OFFICERS. . . . . . . . . . . .7
SECTION 2. FACSIMILE SIGNATURES.. . . . . . . . . . . .8
SECTION 3. LOST CERTIFICATES. . . . . . . . . . . . . .8
SECTION 4. TRANSFER OF STOCK. . . . . . . . . . . . . .8
SECTION 5. FIXING OF RECORD DATE. . . . . . . . . . . .8
SECTION 6. REGISTERED STOCKHOLDERS. . . . . . . . . . .8
ARTICLE VI. CONTRACT, LOANS, CHECKS AND DEPOSITS . . . .8
SECTION 1. CONTRACTS. . . . . . . . . . . . . . . . . .8
SECTION 2. LOANS. . . . . . . . . . . . . . . . . . . .9
SECTION 3. CHECKS.. . . . . . . . . . . . . . . . . . .9
ARTICLE VII. DIVIDENDS . . . . . . . . . . . . . . . . . . . .9
SECTION 1. DECLARATION OF DIVIDENDS.. . . . . . . . . .9
SECTION 2. RESERVES.. . . . . . . . . . . . . . . . . .9
ARTICLE VIII. FISCAL YEAR . . . . . . . . . . . . . . . . . . .9
ARTICLE IX. WAIVER OF NOTICE . . . . . . . . . . . . . .9
ARTICLE X. SEAL . . . . . . . . . . . . . . . . . . . .9
ARTICLE XI. AMENDMENTS . . . . . . . . . . . . . . . . .9
MOLEX INCORPORATED
RESTATEMENT OF BY-LAWS
(As of April 30, 1999)
ARTICLE I. OFFICES
SECTION 1. PRINCIPAL OFFICE. The registered office of the Corporation
shall be located in the City of Wilmington, County of New Castle, State of
Delaware.
SECTION 2. OTHER OFFICES. The Corporation may also have offices at
such other places, both within and without the State of Delaware, as the Board
of Directors may from time to time determine or the business of the Corporation
may require.
ARTICLE II. STOCKHOLDERS
SECTION 1. PLACE OF MEETING. Meetings of stockholders may be held at
such place, either within or without the State of Delaware, as may be
designated by the Board of Directors or officers calling such meetings. If no
designation is made, the place of the meeting shall be the principal office of
the Corporation.
SECTION 2. ANNUAL MEETING. The annual meeting of the stockholders
shall be held on a weekday on such date as the Board of Directors may
determine, and shall be held at a time and place to be determined by a
resolution of the Board of Directors, for the purpose of electing directors and
for the transaction of such other business as may properly come before the
meeting. If the day fixed for the annual meeting shall be a legal holiday,
such meeting shall be held on the next succeeding business day. If the
election of directors shall not be held on the day designated for any annual
meeting, or at any adjournment thereof, the Board of Directors shall cause the
election to be held at a meeting of the stockholders as soon thereafter as the
Board of Directors determines is reasonably convenient.
SECTION 3. SPECIAL MEETINGS. Special meetings of the stockholders may
be called by the Chairman, Chief Executive Officer, President, the Secretary or
the Board of Directors.
SECTION 4. NOTICE. Written notice stating the date, time and place of
the meeting, and in case of a special meeting, the purpose or purposes thereof,
shall be given to each stockholder entitled to vote thereat not less than 10 or
more than 60 days prior thereto, either personally or by mail or telegraph,
addressed to each stockholder at his address as it appears on the records of
the Corporation. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail so addressed, with postage thereon prepaid.
If notice be by telegram, such notice shall be deemed to be delivered when the
telegram is delivered to the telegraph company. Any previously scheduled
meeting of the stockholders may be postponed by resolution of the Board of
Directors upon public notice given prior to the date previously scheduled for
such meeting of stockholders.
SECTION 5. ADJOURNED MEETINGS. When a meeting is adjourned to another
time or place, notice of the adjourned meeting need not be given if the time
and place thereof are announced at the meeting at which the adjournment is
taken, if the adjournment is for not more than 30 days, and if no new record
date is fixed for the adjourned meeting. At the adjourned meeting, the
Corporation may transact only such business, which might have been transacted
at the original meeting as originally notified.
SECTION 6. QUORUM. The holders of a majority of each class of the
shares of stock issued and outstanding and entitled to vote thereat, present
in person or represented by proxy, shall constitute a quorum at all meetings
of the stockholders for the transaction of business, except as otherwise
provided by statute or by the Certificate of Incorporation. Whether or not
such quorum is present or represented at any meeting of the stockholders, the
chairman of the meeting or, subject to the provisions of the Certificate of
Incorporation, the holders of a majority of the shares entitled to vote
thereat, present in person or represented by proxy, shall have power to adjourn
the meeting from time to time, without notice other than announcement at the
meeting. At such adjourned meeting at which a quorum shall be present or
represented, only such business which might have been transacted at the meeting
as originally notified may be transacted. When a quorum is present at any
meeting, the vote of the holders of a majority of the shares of stock having
voting power present in person or represented by proxy shall decide any
questions brought before such meeting, unless the questions is one upon which
by express provision of the statutes or of the Certificate of Incorporation, a
different vote or a vote by class is required, in which case such express
provision shall govern and control the decision of such question.
SECTION 7. VOTING. Subject to the provisions of the Certificate of
Incorporation, including the rights of any holder of Preferred Stock, each
stockholder shall at every meeting of the stockholders be entitled to one vote
in person or by proxy for each share of the capital stock having voting power
held by such stockholder, but no proxy shall be voted after three years from
its date, unless the proxy provides for a longer period. Elections of
directors need not be by written ballot.
SECTION 8. ACTION WITHOUT MEETING. Unless otherwise restricted by
statute or the Certificate of Incorporation, any action required or permitted
to be taken at any annual or special meeting of stockholders 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 the
shares entitled to vote thereon were present and voted, provided that prompt
notice of such action shall be given to those stockholders who have not so
consented in writing to such action without a meeting.
SECTION 9. STOCKHOLDER NOMINATIONS AND BUSINESS PROPOSALS.
A. Annual Meetings of Stockholders.
1. Nominations and Business Proposals. Nominations of persons
for election to the Board of Directors of the Corporation and the
proposal of business to be considered by the stockholders at an
annual meeting of stockholders may be made only (a) by or at the
direction of the Board of Directors or (b) by any stockholder of the
Corporation who was a stockholder of record at the time of giving of
notice provided for in this Section 9, who is entitled to vote at the
meeting and who complied with the notice procedures set forth in this
Section 9. In order for business to be properly brought before the
meeting by a stockholder, such business, as determined by the
chairman of the meeting, must be a proper subject under Delaware
corporate law.
2. Notice to Corporation. For nominations or other business
to be properly brought before an annual meeting by a stockholder
pursuant to clause (b) of paragraph A1 of this Section 9, the
stockholder must have given timely notice thereof in writing to the
Secretary. To be timely, a stockholder's notice shall be delivered
to the Secretary at the principal executive office of the Corporation
not less than 60 days nor more than 90 days prior to the first
anniversary of the preceding year's annual meeting of stockholders;
provided, however that in the event the date of the annual meeting is
advanced by more than 30 days or delayed by more than 60 days from
such anniversary date, notice by the stockholder must be so delivered
not earlier than the 90th day prior to such annual meeting and not
later than the close of business on the later of the 60th day prior
to such annual meeting or the 10th day following the day on which
public announcement of the date of such meeting is first made. Such
stockholder's notice shall set forth (a) as to each person whom the
stockholder proposes to nominate for election or reelection as a
director, all information relating to such person that is required to
be disclosed in solicitations of proxies for election of directors,
or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (including such person's written consent to being
named in the proxy statement as a nominee and to serving as a
director if elected); (b) as to any other business that the
stockholder proposes to bring before the meeting, a brief description
of the business desired to be brought before the meeting, the reasons
for conducting such business at the meeting and any material interest
in such business of such stockholder and the beneficial owner, if
any, on whose behalf the proposal is made; and (c) as to the
stockholder giving the notice and the beneficial owner, if any, on
whose behalf the nomination or proposal is made, (i) the name and
address of such stockholder and of such beneficial owner, and (ii)
the class and number of shares of the Corporation which are owned
beneficially and of record by such stockholder and such beneficial
owner.
3. Increase in Number of Directors. Notwithstanding anything
in the second sentence of paragraph A2 of this Section 9 to the
contrary, in the event that the number of directors to be elected to
the Board of Directors of the Corporation is increased and there
is no public announcement naming all of the nominees for director or
specifying the size of the increased Board of Directors made by the
Corporation at least 70 days prior to the first anniversary of the
preceding year's annual meeting of stockholders, a stockholder's
notice required by this Section 9 shall also be considered timely,
but only with respect to nominees for any new positions created by
such increase, if it shall be delivered to the Secretary at the
principal executive office of the Corporation not later than the
close of business on the 10th day following the day on which such
public announcement is first made by the Corporation.
B. Special Meetings of Stockholders.
1. Nominations of Directors. Nominations of persons for
election to the Board of Directors may be made at a special meeting
of stockholders at which directors are to be elected only (a) by or
at the direction of the Board of Directors or (b) by any stockholder
of the Corporation who is a stockholder of record at the time of
giving of notice provided for in this Section 9, who shall be
entitled to vote at the meeting and who complies with the notice
procedures set forth in this Section 9.
2. Notice to Corporation. Only such business shall be
conducted at a special meeting of stockholders as shall have been set
forth as the purpose or purposes of such special meeting in the
Corporation's notice of such special meeting. Nominations by
stockholders of such persons for election to the Board of Directors
may be made at such a special meeting of stockholders if a
stockholder's notice shall be delivered to the Secretary at the
principal executive office of the Corporation not earlier than the
90th day prior to such special meeting and not later than the close
of business on the later of the 60th day prior to such special
meeting or the 10th day following the day on which public
announcement is first made of the date of the special meeting and of
the nominees proposed by the Board of Directors to be elected at such
meeting. Such stockholder's notice shall set forth (a) as to each
person whom the stockholder proposes to nominate for election or
reelection as a director, all information relating to such person
that is required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Exchange Act (including such
person's written consent to being named in the proxy statement as a
nominee and to serving as director if elected) and (b) as to the
stockholder giving the notice and the beneficial owner, if any, on
whose behalf the nomination or proposal is made, (i) the name and
address of such stockholder and of such beneficial owner, and (ii)
the class and number of shares of the Corporation which are owned
beneficially and of records by such stockholder and such
beneficial owner.
C. General.
1. Acceptance of Nominations and Proposals. The Secretary
shall have the power and duty to determine whether a nomination or
any business proposed to be brought before the meeting was made in
accordance with the procedures set forth in this Section 9. The
Secretary shall make any such determination and shall notify the
interested stockholder of such determination (including the reasons
for any determination that the interested stockholder's nomination or
proposal was not made in compliance with this Section 9) within
fifteen days after the Corporation's receipt of the stockholder's
notice required by paragraph A2 or B2 of this Section 9. If the
Secretary determines that such nomination or proposal is not in
compliance with this Section 9, the interested stockholder shall have
until the later of the expiration of the applicable notice period or
five days after receipt by such stockholder of any such notice
declaring that such stockholder's nomination or proposal was not made
in compliance with this Section 9 to rectify any deficiency cited in
such notice and to resubmit such stockholder's nomination or proposal
to the Secretary at the principal business office of the Corporation.
Any resubmitted nomination or proposal shall contain only such
nominations or proposals as were submitted to the Corporation in such
stockholder's notice which did not comply with this Section 9. The
Secretary shall determine whether any such resubmitted nomination or
proposal is in compliance with this Section 9, and shall notify the
interested stockholder of such determination (including the reasons
for any determination that the interested stockholder's resubmitted
nomination or proposal was not made in compliance with this
Section 9), within five additional days of the Corporation's receipt
of such stockholder's resubmitted nomination or proposal.
2. Compliance with Exchange Act. Notwithstanding the foregoing
provisions of this Section 9, a stockholder shall also comply with
all applicable requirements of the Exchange Act and the rules and
regulations thereunder with respect to the matters set forth in this
Section 9. Nothing in this Section 9 shall be deemed to affect
any rights of stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the
Exchange Act.
3. Definitions. For purposes of this Section 9, "public
announcement" shall mean disclosure in a press release reported by
the Dow Jones News Service, Associated Press or a comparable national
news service or in a document publicly filed by the Corporation with
the Securities and Exchange Commission pursuant to Section 13, 14 or
15(d) of the Exchange Act.
ARTICLE III. DIRECTORS
SECTION 1. NUMBER AND TENURE. The business and affairs of the
Corporation shall be managed by a board of not less than six (6) nor more than
twelve (12) directors as determined by resolution of the Board of Directors.
The directors shall be elected at each annual meeting of the stockholders,
except as provided in Section 2 of this Article, and each director elected
shall hold office until the next succeeding annual meeting or until their
respective successors are duly elected and qualified. Directors need not be
stockholders.
SECTION 2. VACANCIES. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the directors then in office, though less than a quorum, and
the directors so chosen shall hold office until the next annual election or
until their respective successors are duly elected and qualified.
SECTION 3. REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held without other notice than this by-law, immediately
after, and at the same place as, the annual meeting of stockholders. The
Board of Directors may provide, by resolution, the time and place, whether
within or without the State of Delaware, for the holding of additional regular
meetings without other notice than such resolution.
SECTION 4. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by or at the request of the President or any director.
The person or persons authorized to call special meetings of the Board of
Directors may fix any place for holding any special meeting of the Board of
Directors called by them.
SECTION 5. NOTICE. Written notice of any special meeting shall be
given at least two (2) days prior thereto, either personally or by mail or
telegraph, addressed to each director at his address as it appears on the
records of the Corporation. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail so addressed, with postage
thereon prepaid. If notice be by telegram, such notice shall be deemed to be
delivered when the telegram is delivered to the telegraph company.
SECTION 6. QUORUM. At all meetings of the Board, a majority of the
total number of directors shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors, except as
may be otherwise specifically provided by state or by the Certificate of
Incorporation. If a quorum shall not be present at any meeting of the Board
of Directors the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present. A director present at a meeting shall be counted in
determining the presence of a quorum, regardless of whether a contract or
transaction between the Corporation and such director of between the
Corporation and any other Corporation, partnership, association, or other
organization in which such director is a director or officer, or has financial
interest, is authorized or considered at such meeting.
SECTION 7. ACTION WITHOUT MEETING. Unless otherwise restricted by
statute or the Certificate of Incorporation, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee
thereof may be taken without a meeting if all members of the Board or such
committee, as the case may be, consent thereto in writing and such written
consent is filed with the minutes of proceedings of the Board or committee.
SECTION 8. ACTION BY CONFERENCE TELEPHONE. Unless otherwise restricted
by statute or the Certificate of Incorporation, members of the Board of
Directors or any committee thereof may participate in a meeting of such Board
or committee by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation in a meeting shall constitute presence in
person at such meeting.
SECTION 9. COMMITTEES. The Board of Directors, by resolution adopted
by the majority of the whole Board, may designate one (1) or more committees,
each committee to consist of two (2) or more directors. The Board may designate
one (1) or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. In
the absence or disqualification of any member of a committee, the member or
members thereof present at any meeting and not disqualified from voting,
whether or not a member of the Board of Directors, to act at the meeting in the
place of any such absent or disqualified member. Any such committee, to the
extent provided in such resolution, shall have any may exercise all of the
powers 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; but no such committee shall have the power
or authority in reference to amending the Certificate of Incorporation,
adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of a dissolution, or amending
the by-laws of the Corporation; and, unless the resolution expressly so
provides, such committee shall not have the power or authority to declare a
dividend or to authorize the issuance of stock.
SECTION 10. COMPENSATION OF DIRECTORS. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated salary as director. No such payment shall preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor. Members of a committee may be allowed like compensation
for attending committee meetings.
ARTICLE IV. OFFICERS
SECTION 1. NUMBER AND SALARIES. The officers of the Corporation shall
consist of a Chairman of the Board, a President, one (1) or more Vice
Presidents (the number thereof to be determined by the Board of Directors), a
Secretary, and a Treasurer. Such other officers and assistant officers and
agents as may be deemed necessary may be elected or appointed by the Board of
Directors. Any two (2) or more officers may be held by the same person. The
salaries of all officers and agents of the Corporation shall be fixed by the
Board of Directors.
SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the
Corporation shall be elected annually by the Board of Directors at the first
meeting of the Board of Directors held after each annual meeting of
stockholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as is convenient. However, any
officer elected or appointed by the Board of Directors may be removed at any
time by the affirmative vote of a majority of the Board of Directors. Vacancies
or new offices may be filled at any meeting of the Board of Directors. An
officer may resign at any time upon written notice to the Corporation. Each
officer shall hold his office until his successor is elected and qualified or
until his earlier resignation or removal.
SECTION 3. THE CHAIRMAN OF THE BOARD. The Chairman of the Board shall
be elected by the Board of Directors from their own number by ballot; he shall
preside at all meetings of the stockholders and of the Board of Directors; he
shall be a member of the Finance Committee in the event such committee is
created; and he shall have such duties and shall supervise such matters as may
be designated to him by the Board of Directors.
SECTION 4. THE PRESIDENT. The President shall be the principal
executive officer of the Corporation; in the absence of the Chairman of the
Board, he shall preside at all meetings of the stockholders and of the Board of
Directors; he shall have general and active management of the business of the
Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect; and he shall have the general powers and
duties of supervision and management usually vested in the office of
the President of a corporation.
SECTION 5. THE VICE PRESIDENTS. In the absence of the President or in
the event of his inability or refusal to act, the Vice President (or in the
event there be more than one Vice President, the Vice Presidents in the order
designated, or in the absence of any designation, then in the order of their
election) shall perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President. He shall perform such other duties as from time to time may be
assigned to him by the President or by the Board of Directors.
SECTION 6. THE SECRETARY. The Secretary shall keep the minutes of the
proceedings of the stockholders and the Board of Directors; he shall give, or
cause to be given; all notices in accordance with the provisions of these
by-laws or as required by law; he shall be custodian of the corporate records
and of the seal of the Corporation; he shall keep at the registered office or
principal place of business of the Corporation a record of the stockholders of
the Corporation, giving the names and addresses of all such stockholders (which
addresses shall be furnished to the Secretary by such stockholders) and the
number and class of the shares held by each; he shall have general charge of
the stock transfer books of the Corporation; and in general he shall perform
all duties as from time to time may be assigned to him by the President or
by the Board of Directors.
SECTION 7. THE TREASURER. The Treasurer shall have the custody of the
corporate funds and securities and shall keep, or cause to be kept, correct and
complete books and records of account, including full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all monies and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors; and in general he shall perform all the duties incident to the
office of Treasurer and such other duties incident to the office of Treasurer
and such other duties as from time to time may be assigned to him by the
President or the Board of Directors.
SECTION 8. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The
Assistant Secretaries and Assistant Treasurers, if any, in general shall
perform such duties as from time to time may be assigned to them by the
Secretary, or the Treasurer, respectively, or by the President or the
Board of Directors.
SECTION 9. VICE CHAIRMAN OF THE BOARD. The Board of Directors may, at
its discretion, elect one or more Vice Chairman of the Board of Directors. In
the absence of the Chairman or his inability to perform his duties, the Vice
Chairman shall preside at any stockholders meetings and of the Board of
Directors and otherwise perform whatever duties that are performed by the
Chairman.
SECTION 10. THE CHIEF EXECUTIVE OFFICER. The Board of Directors may,
at is discretion, elect a Chief Executive Officer. If a Chief Executive Officer
is elected, he shall be the principal executive officer of the Corporation with
all responsibilities usually vested therein.
ARTICLE V. CERTIFICATES OF STOCK
SECTION 1. SIGNATURE BY OFFICERS. Every holder of stock in the
Corporation shall be entitled to have a certificate signed by or in the name of
the Corporation by the Chairman of the Board of Directors, the President or a
Vice President, and by the Treasurer or an Assistant Treasurer, or the
Secretary or an Assistant Secretary of the Corporation, certifying the number
of shares owned by him in the Corporation.
SECTION 2. FACSIMILE SIGNATURES. Where a certificate is signed by a
Transfer Agent of the Corporation, the signature of the Chairman of the Board
of Directors, President, Vice President, Treasurer, Assistant Treasurer,
Secretary or Assistant Secretary may be facsimile. In case any officer or
officers who have signed, or whose facsimile signature or signatures have been
used on any such certificate or certificates shall cease to be such officer or
officers of the Corporation, whether because of death, resignation or
otherwise, before such certificate or certificates have been delivered by the
Corporation, such certificate or certificates may nevertheless be adopted by
the Corporation and be issued and delivered as though the person or persons who
signed such certificate or certificates or whose facsimile signature or
signatures have been used thereon had not ceased to be such officer or officers
of the Corporation.
SECTION 3. LOST CERTIFICATES. The Board of Directors may direct a new
certificate or certificates to be issued by the Corporation alleged to have
been lost or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the Corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost or destroyed.
SECTION 4. TRANSFER OF STOCK. Upon surrender to the Corporation of or
the Transfer Agent of the Corporation of a certificate for shares duly endorsed
or accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate
to the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
SECTION 5. FIXING OF RECORD DATE. The Board of Directors shall fix in
advance a date, in accordance with the requirements of applicable law,
preceding the date of any meeting of stockholders, or the date for the payment
of any dividend, or the date for the allotment of rights, or the date when any
change or conversion or exchange of capital stock shall go into effect, as a
record date for the determination of the stockholders entitled to notice of,
and to vote at, any such meeting, and any adjournment thereof, or entitled to
receive payment of any such dividend, or to any such allotment of rights, or to
exercise the rights in respect of any change, conversion or exchange of capital
stock, or to give such consent, and in such case such stockholders and only
such stockholders as shall be stockholders of record on the date so fixed shall
be entitled to such notice of, and to vote at, such meeting and any adjournment
thereof, or to receive payment of such dividend, or to receive such allotment
of rights, or to exercise such rights, or to give such consent as the case may
be notwithstanding any transfer of any stock on the books of the Corporation
after any such record date fixed as aforesaid.
SECTION 6. REGISTERED STOCKHOLDERS. The Corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends and to vote as such owner, and shall not
be bound to recognize any equitable or other claim to or interest in such
shares on the part of any other person whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of the State of
Delaware.
ARTICLE VI. CONTRACT, LOANS, CHECKS AND DEPOSITS
SECTION 1. CONTRACTS. When the execution of any contract or other
instrument has been authorized by the Board of Directors without specification
of the executing officers, the President, or any Vice President, and the
Secretary, or any Assistant Secretary, may execute the same in the name of and
on behalf of the Corporation and may affix the corporate seal thereto.
SECTION 2. LOANS. No loans shall be contracted on behalf of the
Corporation and no evidence of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors.
SECTION 3. CHECKS. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
ARTICLE VII. DIVIDENDS
SECTION 1. DECLARATION OF DIVIDENDS. Dividends upon the capital stock
of the Corporation, subject to the provisions of the Certificate of
Incorporation, if any, may be declared by the Board of Directors at any
regular or special meeting, pursuant to law. Dividends may be paid in
cash, in property, or in shares of the capital stock, subject to the
provisions of the Certificate of Incorporation.
SECTION 2. RESERVES. Before payment of any dividend, there may be
set aside out of any funds of the Corporation available for dividends such
sum or sums as the directors from time to time, in their absolute discretion,
think proper as a reserve or reserves to meet contingencies or for equalizing
dividends, or for repairing or maintaining any property of the Corporation,
or for such other purpose as the directors shall think conducive to the
interest of the Corporation, and the directors may modify or abolish any such
reserve in the manner in which it was created.
ARTICLE VIII. FISCAL YEAR
The fiscal year shall begin the first day of July and end on the last day
of June in each year but this determination shall be subject to change by
the Board of Directors.
ARTICLE IX. WAIVER OF NOTICE
Whenever any notice whatever is required to be given by law, the
Certificate of Incorporation or these by-laws, a written waiver thereof,
signed by the person or persons entitled to such notice, whether before or
after the time stated therein, shall be deemed equivalent to the giving of such
notice. Attendance of a person at a meeting shall constitute a waiver of notice
of such meeting, except when the person attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the transactions
of business because the meeting is not lawfully called or convened.
ARTICLE X. SEAL
The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to the
impressed or affixed or reproduced otherwise.
ARTICLE XI. AMENDMENTS
These by-laws may be altered, amended or repealed and new by-laws adopted
at any regular or special meeting of the Board of Directors by a majority vote
of the directors present at the meeting.