As of 9/20/94
COMPOSITE COPY OF
BYLAWS, AS AMENDED, OF
SALANT CORPORATION
(A Delaware Corporation)
ARTICLE I
OFFICES
SECTION 1. Registered Office. The registered office of
Salant Corporation (hereinafter referred to as the "Corporation")
within the State of Delaware is The Prentice-Hall Corporation
System, Inc., 229 South State Street, Dover, Delaware 19901,
County of Kent, and the name of its registered agent at that
address is The Prentice-Hall Corporation System, Inc.
SECTION 2. Other Offices. The Corporation may also have
offices at such other places, either within or without the State
of Delaware, as the Board of Directors may from time to time
designate or the business of the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. Place of Meetings. All meetings of the
stockholders for the election of directors or for any other
purpose shall be held at such time and place, either within or
without the State of Delaware, as shall be stated in the notice
of meeting or in a duly executed waiver thereof.
SECTION 2. Annual Meeting. The annual meeting of
stockholders shall be held on the second Tuesday in May of each
year beginning in 1990, if not a legal holiday, and if a legal
holiday, then on the next succeeding day not a legal holiday, at
11 A.M., or at such other date and time as shall be designated
from time to time by the Board of Directors and stated in the
notice of meeting or in a duly executed waiver thereof. At such
annual meeting, the stockholders shall elect a Board of Directors
and transact such other business as may be properly brought
before the meeting.
SECTION 3. Special Meetings. Special meetings of
stockholders may only be called as provided in Article SEVENTH of
the Certificate of Incorporation.
SECTION 4. Notice of Meetings. Except as otherwise expressly
required by statute, written notice of each annual and special
meeting of stockholders, stating the place, date and hour of the
meeting, and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be given to each
stockholder of record entitled to vote thereat not less than ten
nor more than sixty days before the date of the meeting. Notice
shall be given personally or by mail and, if by mail, shall be
sent in a postage prepaid envelope, addressed to the stockholder
at his address as it appears on the records of the Corporation.
Notice by mail shall be deemed given at the time when the same
shall be deposited in the United States mail, postage prepaid.
Attendance of a person at a meeting shall constitute a waiver of
notice of such meeting, except when such person attends the
meeting in person or by proxy for the express purpose of
objecting, at the beginning of the meeting, to the transaction of
any business because the meeting is not lawfully called or
convened, or who, either before or after the meeting, shall
submit a signed written waiver of notice, in person or by proxy.
Neither the business to be transacted at, nor the purpose of, an
annual or special meeting of stockholders need be specified in
any written waiver of notice.
SECTION 5. Stockholders List. The officer who has charge of
the stock transfer books of the Corporation shall prepare and
make, at the time and in the manner required by applicable law, a
list of stockholders entitled to vote and shall make such list
available for such purposes, at such places, at such times and to
such persons as required by applicable law. The stock transfer
books shall be the only evidence as to the identity of the
stockholders entitled to examine the stock transfer books or to
vote in person or by proxy at any meeting of stockholders.
SECTION 6. Quorum, Adjournments. The holders of a majority
of the voting power of the issued and outstanding stock of the
Corporation entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum for the
transaction of business at any meeting of stockholders, except as
otherwise provided by statute or by the Certificate of
Incorporation. The stockholders present and entitled to vote at
a duly called or held meeting at which a quorum is present may
continue to do business until adjournment, notwithstanding the
withdrawal of enough stockholders entitled to vote to leave less
than a quorum then present and represented provided that the
action taken (other than an adjournment) is approved by at least
a majority of the holders of stock required to constitute a
quorum. Any stockholders' meeting, annual or special, whether or
not a quorum is present or represented, may be adjourned from
time to time by the vote of the holders of a majority of the
stock entitled to vote thereat, the holders of which are either
present in person or represented by proxy, or the chairman of the
meeting, but in the absence of a quorum no other business may be
transacted at such meeting. At any adjourned meeting, at which a
quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as
originally notified, except for such business as was duly
transacted at any earlier meeting. If the adjournment is for
more than thirty days, or if after adjournment a new record date
is set, a notice of the adjourned meeting shall be given as in
the case of an original meeting to each stockholder of record
entitled to vote at the meeting.
SECTION 7. Organization. At each meeting of stockholders,
the President or, in his absence or inability to act, such other
person as the Board of Directors may have designated shall call
to order and act as chairman of the meeting. The Secretary or,
in his absence or inability to act, the person whom the chairman
of the meeting shall appoint secretary of the meeting shall act
as secretary of the meeting and keep the minutes thereof.
SECTION 8. Order of Business. The order of business and the
procedure at all meetings of the stockholders shall be as
determined by the chairman of the meeting, unless otherwise
prescribed by law or regulation.
SECTION 9. Voting. Except as otherwise provided by statute
or the Certificate of Incorporation, each stockholder of the
Corporation shall be entitled at each meeting of stockholders to
one vote for each share of capital stock of the Corporation
standing in his name on the record of stockholders of the
Corporation.
(a) on the date fixed pursuant to the provisions of
SECTION 7 of Article V of these Bylaws as the record date
for the determination of the stockholders who shall be
entitled to notice of and to vote at such meeting; or
(b) if no such record date shall have been so fixed,
then at the close of business on the day next preceding
the day on which notice thereof shall be given, or,
if notice is waived, at the close of business on the
day next preceding the day on which the meeting is held.
Each stockholder entitled to vote at any meeting of stockholders
may authorize another person or persons to act for him by a proxy
signed by such stockholder or his attorney-in-fact, but no proxy
shall be voted after three years from its date, unless the proxy
provides for a longer period. Any such proxy shall be delivered
to the secretary of the meeting at or prior to the time
designated in the order of business for so delivering such
proxies. When a quorum is present at any meeting, the vote of
the holders of a majority of the voting power of the issued and
outstanding stock of the Corporation entitled to vote thereon,
present in person or represented by proxy, shall decide any
question brought before such meeting, unless the question is one
upon which, by express provision of statute or of the Certificate
of Incorporation or of these Bylaws, a different vote is
required, in which case such express provision shall govern and
control the decision of such question. On a vote by ballot, each
ballot shall be signed by the stockholder voting, or by his
proxy, if represented by proxy, and shall state the number of
shares voted.
SECTION 10. Inspectors. The Board of Directors may, in
advance of any meeting of stockholders, appoint one or more
inspectors to act at such meeting or any adjournment thereof. If
any of the inspectors so appointed shall fail to appear or act,
the chairman of the meeting shall, or, if inspectors shall not
have been appointed, the chairman of the meeting may, appoint one
or more inspectors. Each inspector, before entering upon the
discharge of his duties, shall take and sign an oath faithfully
to execute the duties of inspector at such meeting with strict
impartiality and according to the best of his ability. The
inspectors shall determine the number of shares of capital stock
of the Corporation outstanding and the voting power thereof, the
number of shares represented at the meeting, the existence of a
quorum and the authenticity, validity and effect of proxies, and
shall receive votes or ballots, hear and determine all challenges
and questions arising in connection with the right to vote, count
and tabulate all votes or ballots, determine the results and
perform such acts as are proper to conduct the election or vote
with fairness to all stockholders. If more than one inspector
has been appointed, the decision, act or certificate of a
majority of the inspectors is effective in all respects as the
decision, act or certificate of all of the inspectors. On
request of the chairman of the meeting, the inspector shall make
a report in writing of any challenge, request or matter
determined by them and shall execute a certificate of any fact
found by them. No director or candidate for the office of
director shall act as an inspector of an election of directors.
Inspectors need not be stockholders.
SECTION 11. Action by Consent. The stockholders of the
Corporation shall not be entitled to take action by written
consent in lieu of taking such action at an annual or special
meeting of stockholders.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. General Powers. The business and affairs of the
Corporation shall be managed by or under the direction of the
Board of Directors. The Board of Directors may exercise all such
authority and powers of the Corporation and do all such lawful
acts and things as are not by statute or the Certificate of
Incorporation directed or required to be exercised or done by the
Continuing Directors (as defined in Article NINTH of the
Certificate of Incorporation) or the stockholders.
SECTION 2. Number, Qualifications, Election and Term of
Office. The number of directors may be fixed, from time to time,
as provided in Article FIFTH of the Certificate of Incorporation.
Nominations of candidates for election as directors shall be made
pursuant to the procedures set forth in Article FIFTH of the
Certificate of Incorporation. The election of directors, the
division of directors into separate classes and the terms of
directors shall be as provided in Article FIFTH of the
Certificate of Incorporation.
SECTION 3. Place of Meetings. Meetings of the Board of
Directors shall be held at such place or places, within or
without the State of Delaware, as the Board of Directors may from
time to time determine or as shall be specified in the notice of
any such meeting.
SECTION 4. Annual Meeting. The Board of Directors shall meet
for the purpose of organization, the election of officers and the
transaction of other business, as soon as practicable after each
annual meeting of stockholders, on the same day and at the same
place where such annual meeting shall be held. Notice of such
meeting need not be given. In the event such annual meeting is
not so held, the annual meeting of the Board of Directors may be
held at such other time or place, within or without the State of
Delaware, as shall be specified in a notice thereof given as
provided in Section 7 of this Article III.
SECTION 5. Regular Meetings. Regular meetings of the Board
of Directors shall be held at such time and place as the Board of
Directors may fix. If any day fixed for a regular meeting shall
be a legal holiday at the place where the meeting is to be held,
then the meeting which would otherwise be held on that day shall
be held at the same hour on the next succeeding business day.
Notice of regular meetings of the Board of Directors need not be
given.
SECTION 6. Special Meetings. Special meetings of the Board
of Directors may be called by the Chairman of the Board or the
President and shall be called by the Secretary on the written
request of a majority of the members of the Board of Directors.
SECTION 7. Notice of Meetings. Notice of each special
meeting of the Board of Directors shall be given by the Secretary
as hereinafter provided in this Section 7, in which notice shall
be stated the time and place of the meeting. Except as otherwise
required by these Bylaws, such notice need not state the purpose
or purposes of such meeting. Notice of each such meeting shall
be mailed, postage prepaid, to each director, addressed to him at
his residence or usual place of business, by first class mail, at
least four days before the time of the meeting, or shall be sent
addressed to him at such place by telegraph, cable, telex,
telecopier or other similar means, or be delivered to him
personally or be given to him by telephone or other similar
means, at least twelve hours before the time of the meeting.
Notice of any such meeting need not be given to any director who
shall, either before or after the meeting, submit a signed waiver
of notice or who shall attend such meeting, except when he shall
attend for the express purpose of objecting, at the beginning of
the meeting, to the transaction of any business because the
meeting is not lawfully called or convened.
SECTION 8. Quorum and Manner of Acting. At all meetings of
the Board of Directors, a majority of the total number of
directors shall be necessary and sufficient to constitute a
quorum for the transaction of business, and, except as otherwise
expressly required by statute or the Certificate of Incorporation
or these Bylaws, the act of a majority of the directors present
at any meeting at which a quorum is present shall be the act of
the Board of Directors. In the absence of a quorum at any
meeting of the Board of Directors, a majority of the directors
present thereat may adjourn such meeting to another time and
place. Notice of the time and place of any such adjourned
meeting shall be given to all of the directors unless such time
and place were announced at the meeting at which the adjournment
was taken, in which case such notice shall only be given to the
directors who were not present thereat. At any adjourned meeting
at which a quorum is present, any business may be transacted
which might have been transacted at the meeting as originally
called. The directors shall act only as a Board and the
individual directors shall have no power as such.
SECTION 9. Resignations. Any director of the Corporation may
resign at any time by giving written notice of his resignation to
the Corporation. Any such registration shall take effect at the
time specified therein or, if the time when it shall become
effective shall not be specified therein, immediately upon its
tender. Unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
SECTION 10. Newly Created Directorships and Vacancies. Any
vacancy on the Board of Directors resulting from death,
resignation, retirement, disqualification, removal from office,
an increase in the number of authorized directors or any other
cause shall be filled as provided in Article FIFTH of the
Certificate of Incorporation.
SECTION 11. Removal of Directors. A director may be removed
only as provided in Article FIFTH of the Certificate of
Incorporation.
SECTION 12. Compensation. Each director shall receive such
fees and other compensation, along with reimbursement of expenses
incurred on behalf of the Corporation or in connection with
attendance at meetings, as the Board of Directors may from time
to time determine. No such payment of fees or other compensation
shall preclude any director from serving the Corporation in any
other capacity and receiving fees or other compensation for such
services.
SECTION 13. Committees. Unless restricted by the Certificate
of Incorporation, the Board of Directors may, by resolution
passed by a majority of the entire Board of Directors, designate
one or more committees, including an executive committee (as more
fully described in Section 14 of this Article III), each
committee to consist of one or more of the directors of the
Corporation. The Board of Directors may designate one 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 a member of a
committee, a member or members thereof present at any meeting and
not disqualified from voting, whether or not he or they
constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any
such absent or disqualified member. Except to the extent
restricted by statute or the Certificate of Incorporation, each
such committee, to the extent provided in the resolution creating
it, shall have and may exercise all of the powers and authority
of the Board of Directors, including, if such resolution so
provides, the power to declare a dividend, to authorize the
issuance of stock or to adopt a certificate of ownership and
merger pursuant to Section 253 of Title 8 of the Delaware Code,
and may authorize the seal of the Corporation to be affixed to
all papers which require it. Each such committee shall serve at
the pleasure of the Board of Directors and have such name as may
be determined from time to time by resolution adopted by the
Board of Directors. Each committee shall keep regular minutes of
its meetings and report the same to the Board of Directors.
Members of either standing or special committees shall receive
such fees and other compensation, along with reimbursement of
expenses incurred on behalf of the Corporation or in connection
with attendance at meetings, as the Board of Directors may from
time to time determine. No such payment of fees or compensation
shall preclude any member of a committee from serving the
Corporation in any other capacity and receiving fees or other
compensation for such services.
SECTION 14. Executive Committee. The Board of Directors may
designate an Executive Committee to consist of not less than
three nor more than seven members, one of whom shall be
designated as the Chairman of the Executive Committee, and two of
whom shall be the Chairman of the Board and the President.
During the intervals between meetings of the Board of Directors,
the Executive Committee shall possess and exercise, to the
fullest extent permitted by law, all of the powers of the Board
of Directors in the management and direction of the operations of
the Corporation and of all its business and affairs in such
manner as the Executive Committee shall deem for the best
interest of the Corporation, except as to any matters as to which
specific directions shall have been given, or specific action
shall have been taken, by the Board of Directors. At all
meetings of the Executive Committee, a majority of its members
shall be necessary and sufficient to constitute a quorum for the
transaction of business; provided, however, that any action
required or permitted to be taken by the Executive Committee may
be taken without a meeting if all of its members consent thereto
in writing.
SECTION 15. Action by Consent. Any action required or
permitted to be taken by the Board of Directors or any committee
thereof may be taken without a meeting if all members of the
Board of Directors or such committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with
the minutes of the proceedings of the Board of Directors or such
committee, as the case may be.
SECTION 16. Telephonic Meeting. Any one or more members of
the Board of Directors or any committee of the Board of Directors
may participate in a meeting of the Board of Directors or such
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. Participation
by such means shall constitute presence in person at a meeting.
SECTION 17. Presumption of Assent. A director of the
Corporation who is present at a meeting of the Board of Directors
at which action is taken shall be presumed to have assented to
the action taken unless his dissent or abstention therefrom shall
be entered in the minutes of the meeting or unless he shall file
a written dissent from such action with the person acting as the
secretary of the meeting before the adjournment thereof or shall
forward such dissent by registered mail to the Secretary of the
Corporation within five days after the date a copy of the minutes
of the meeting is received. Such right to dissent shall not
apply to a director who voted in favor of such action.
ARTICLE IV
OFFICERS
SECTION 1. Number and Qualifications. The officers of the
Corporation shall be elected annually by the Board of Directors
at the first meeting of the Board held after each annual meeting
of stockholders, or as soon thereafter as possible. The Board of
Directors shall elect from among its number a Chairman of the
Board and a President. The Board of Directors shall also elect
one or more Vice Presidents, a General Counsel, a Secretary and a
Treasurer, who need not be directors. If the Board of Directors
wishes, it may also elect such other officers (including one or
more Assistant Treasurers and one or more Assistant Secretaries)
as may be necessary or desirable for the business of the
Corporation. Any two or more offices may be held by the same
person, except the offices of President and Secretary. Each
officer shall hold office until his successor shall have been
duly elected and qualified, or until his death, resignation or
removal, as hereinafter provided. A vacancy in any office
because of death, resignation, removal, disqualification or
otherwise, shall be filled only by a majority vote of the Board
of Directors for the unexpired portion of the term.
SECTION 2. Resignations. Any officer of the Corporation may
resign at any time by giving written notice of his resignation to
the Corporation. Any such resignation shall take effect at the
time specified therein or, if the time when it shall become
effective shall not be specified therein, immediately upon its
tender. Unless otherwise specified therein, the acceptance of
any such registration shall not be necessary to make it
effective.
SECTION 3. Removal. Any officer of the Corporation may be
removed, either with or without cause, at any time, by the Board
of Directors at any meeting thereof, but such removal, other than
for cause (as defined in any contract between the officer and the
Corporation), shall be without prejudice to the contract rights,
if any, of the person so removed.
SECTION 4. Chairman of the Board. The Chairman of the Board
shall be a member of the Board of Directors, an officer of the
Corporation and, if present, shall preside at each meeting of the
Board of Directors. He shall advise and counsel with the
President, and, in the event of the President's absence or
incapacity, with other executives of the Corporation, and shall
perform all duties incident to the office of Chairman of the
Board of Directors and such other duties as may from time to time
be assigned to him by the Board of Directors.
SECTION 5. The President. The President shall be the chief
executive officer of the Corporation. He shall, if present,
preside at each meeting of stockholders and, in the event of the
absence or incapacity of the Chairman of the Board, preside at
each meeting of the Board of Directors. He shall perform all
duties incident to the office of President and chief executive
officer and such other duties as may from time to time be
assigned to him by the Board of Directors.
SECTION 6. Vice President. Each Vice President shall perform
all duties incident to his office and such other duties as from
time to time may be assigned to him by the Board of Directors or
the President.
SECTION 7. General Counsel. The General Counsel shall be the
principal legal officer of the Corporation. He shall have
general direction of and supervision over the legal affairs of
the Corporation and shall advise the Board of Directors and
officers of the Corporation on all legal matters, and shall
perform such other duties as may from time to time be assigned to
him by the Board of Directors or the President.
SECTION 8. Chief Financial Officer. The Chief Financial
Officer shall:
(a) have charge and custody of, and be responsible for, all the
funds and securities of the Corporation;
(b) keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation;
(c) deposit all moneys and other valuables to the credit of the
Corporation in such depositories as may be designated by
the Board of Directors or pursuant to its direction;
(d) receive, and give receipts for, moneys due and payable to
the Corporation from any source whatsoever;
(e) disburse the funds of the Corporation and supervise the
investment of its funds, taking proper vouchers therefor;
(f) render to the Board of Directors, whenever the Board of the
Directors may require, an accounting of the financial
condition of the Corporation; and
(g) in general, perform all other duties incident to the office
of Chief Financial Officer and such other duties as from
time to time may be assigned to him by the Board of
Directors or the President.
SECTION 9. Secretary. The Secretary shall
(a) keep or cause to be kept, in one or more books provided
for the purpose, the minutes of all meetings of the Board of
Directors, the committees of the Board of Directors and the
stockholders;
(b) see that all notices are duly given in accordance
with the provisions of these Bylaws and as required by law;
(c) be custodian of the records and the seal of the
Corporation and affix and attest the seal to all certificates for
shares of the Corporation (unless the seal of the Corporation on
such certificates shall be facsimile, as hereinafter provided)
and affix and attest the seal to all other documents to be
executed on behalf of the Corporation under its seal;
(d) see that the books, reports, statements, certificates
and other documents and records required by law to be kept and
filed are properly kept and filed; and
(e) in general, perform all other duties incident
to the office of Secretary and such other duties as
from time to time may be assigned to him by the Board of
Directors or the President.
SECTION 10. Assistant Secretary. The Assistant Secretary, or
if there be more than one, the Assistant Secretaries in the order
determined by the Board of Directors (or, if there be no such
determination, then in the order of their election), shall, at
the request of the President or the Secretary or in the
absence of the Secretary or in the event of his inability or
refusal to act, perform the duties of the Secretary (and when so
acting, shall have the powers of and be subject to the
restrictions placed upon the Secretary in respect of the
performance of such duties) and shall perform such other duties
as from time to time may be assigned by the Board of Directors or
the President.
SECTION 11. Officers' Bonds or Other Security. If required
by the Board of Directors, any officer of the Corporation shall
give a bond or other security for the faithful performance of his
duties, in such amount and with such surety as the Board of
Directors may require.
SECTION 12. Compensation. The compensation of the officers
of the Corporation for their services as such officers shall be
fixed from time to time by the Board of Directors. An officer of
the Corporation shall not be prevented from receiving
compensation by reason of the fact that he is also a director of
the Corporation.
ARTICLE V
STOCK CERTIFICATES AND THEIR TRANSFER
SECTION 1. Stock Certificates. 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 or
the President or a Vice President and by the Chief Financial
Officer or the Secretary or an Assistant Secretary of the
Corporation, certifying the number of shares owned by him in the
Corporation. If the Corporation shall be authorized to issue
more than one class of stock or more than one series of any
class, the designations, preferences and relative, participating,
optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of
such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the
Corporation shall issue to represent such class or series of
stock, provided that, except as otherwise provided in Section 202
of the General Corporation Law of the State of Delaware, in lieu
of the foregoing requirements, there may be set forth, on the
face or back of the certificate which the Corporation shall issue
to represent such class or series of stock, a statement that the
Corporation will furnish without charge to each stockholder who
so requests the designations, preferences and relative,
participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights.
SECTION 2. Facsimile Signatures. Any or all of the
signatures on a certificate may be a facsimile. In case any
officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have
ceased to be such officer, transfer agent or registrar before
such certificate is issued, it may be issued by the Corporation
with the same effect as if he were such officer, transfer agent
or registrar at the date of issuance.
SECTION 3. Lost Certificates. The Board of Directors may
direct that a new certificate or certificates be issued in place
of any certificate or certificates theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed. When
authorizing the issuance 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, stolen or destroyed certificate or certificates, or his
legal representative, to give the Corporation a bond in such
amount as it may direct sufficient to indemnify it against any
claim that may be made against the Corporation on account of the
alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate.
SECTION 4. Transfers of Stock. Upon surrender to the
Corporation or the transfer agent of the Corporation of a
certificate for shares duly endorsed or accompanied by
properevidence 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 records;
provided, however, that the Corporation shall be entitled to
recognize and enforce any lawful restriction on transfer.
Whenever any transfer of stock shall be made for collateral
security, and not absolutely, it shall be so expressed in the
entry of transfer if, when the certificates are presented to the
Corporation for transfer, both the transferor and the transferee
request the Corporation to do so. Persons whose stock is pledged
shall be entitled to vote, unless in the transfer by the pledgor
on the books of the Corporation he has expressly empowered the
pledgee to vote thereon, in which case only the pledgee, or his
proxy, may represent and vote such stock.
SECTION 5. Transfer Agents and Registrars. The Board of
Directors may appoint, or authorize any officer or officers to
appoint, one or more transfer agents and one or more registrars.
SECTION 6. Regulations. The Board of Directors may make such
additional rules and regulations, not inconsistent with these
Bylaws, as it may deem expedient concerning the issuance,
transfer and registration of certificates for shares of stock of
the Corporation.
SECTION 7. Fixing the Record Date. In order that the
Corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment
thereof, or entitled to receive payment of any dividend or other
distribution or any allotment of rights, or 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, in advance, a record date, which shall not be
more than sixty nor less than ten days before the date of such
meeting, nor more than sixty days prior to any other action. 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.
SECTION 8. Registered Stockholders. The Corporation shall be
entitled to recognize the exclusive right of a person registered
on its records as the owner of shares of stock to receive
dividends and to vote as such owner, shall be entitled to hold
liable for calls and assessments a person registered on its
records as the owner of shares of stock, and shall not be bound
to recognize any equitable or other claim to or interest in such
6share or shares of stock 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 Delaware.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS AND OFFICERS
SECTION 1. General. The Corporation shall indemnify any
person who was or is a party, or is threatened to be made a
party, to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
Corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith
and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.
SECTION 2. Derivative Actions. The Corporation shall
indemnify any person who was or is a party, or is threatened to
be made a party, to any threatened, pending or completed action
or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses
(including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action
or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
Corporation, provided that no indemnification shall be made in
respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the Corporation unless
and only to the extent that the Court of Chancery of the State of
Delaware or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for
such expenses which the Court of Chancery or such other court
shall deem proper.
SECTION 3. Indemnification in Certain Cases. To the extent
that a director, officer, employee or agent of the Corporation
has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections 1 and 2 of
this Article VI, or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in
connection therewith.
SECTION 4. Procedure. Any indemnification under Sections 1
and 2 of this Article VI (unless ordered by a court) shall be
made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because
he has met the applicable standard of conduct set forth in such
Sections 1 and 2. Such determination shall be made (a) by the
Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or
proceeding, or (b) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (c) by the
stockholders.
SECTION 5. Advances for Expenses. Expenses incurred in
defending a civil or criminal action, suit or proceeding may be
paid by the Corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by
or on behalf of the director, officer, employee or agent to repay
such amount if it shall be ultimately determined that he is not
entitled to be indemnified by the Corporation as authorized in
this Article VI.
SECTION 6. Rights Not Exclusive. The indemnification and
advancement of expenses provided by, or granted pursuant to, the
other subsections of this Article VI shall not be deemed
exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under
any law, bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such
office.
SECTION 7. Insurance. The Corporation shall have power to
purchase and maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or
not the Corporation would have the power to indemnify him against
such liability under the provisions of this Article VI.
SECTION 8. Definition of Corporation. For the purposes of
this Article VI, references to "the Corporation" include all
constituent corporations absorbed in a consolidation or merger as
well as the resulting or surviving corporation so that any person
who is or was a director, officer, employee or agent of such a
constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust
or other enterprise, shall stand in the same position under the
provisions of this Article VI with respect to the resulting or
surviving corporation as he would if he had served the resulting
or surviving corporation in the same capacity.
SECTION 9. Survival of Rights. The indemnification and
advancement of expenses provided by, or granted pursuant to, this
Article VI shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a
person.
ARTICLE VII
GENERAL PROVISIONS
SECTION 1. Dividends. Subject to the provisions of law and
the Certificate of Incorporation, dividends upon the shares of
capital stock of the Corporation may be declared by the Board of
Directors at any regular or special meeting. Dividends may be
paid in cash, in property or in shares of stock of the
Corporation, unless otherwise provided by law or the Certificate
of Incorporation.
SECTION 2. Seal. The seal of the Corporation shall be in
such form as shall be approved by the Board of Directors.
SECTION 3. Fiscal Year. The fiscal year of the Corporation
shall be fixed, and once fixed, may thereafter be changed, by
resolution of the Board of Directors. The Corporation shall be
subject to an annual audit as of the end of its fiscal year by
independent public accountants appointed by and responsible to
the Board of Directors. The appointment of such accountants
shall be subject to annual ratification by the stockholders.
SECTION 4. Checks, Notes, Drafts, Etc. All checks, notes,
drafts or other orders for the payment of money of the
Corporation shall be signed, endorsed or accepted in the name of
the Corporation by such officer, officers, person or persons as
from time to time may be designated by the Board of Directors or
by an officer or officers authorized by the Board of Directors to
make such designation.
SECTION 5. Execution of Contracts, Deeds, Etc. The Board of
Directors may authorize any officer or officers, agent or agents,
in the name and on behalf of the Corporation to enter into or
execute and deliver any and all deeds, bonds, mortgages,
contracts and other obligations or instruments, and such
authority may be general or confined to specific instances.
SECTION 6. Voting of Stock in Other Corporations. Unless
otherwise provided by resolution of the Board of Directors, the
President or, in the event of his absence, the Chairman of the
Board, from time to time, may (or may appoint one or more
attorneys or agents to) cast the votes which the Corporation may
be entitled to cast as a stockholder or otherwise in any other
corporation, any of whose shares or securities may be held by the
Corporation, at meetings of the holders of the shares or other
securities of such other corporation. In the event one or more
attorneys or agents are appointed, the President or the Chairman
of the Board may instruct the person or persons so appointed as
to the manner of casting such votes or giving such consent. The
President or the Chairman of the Board may, or may instruct the
attorneys or agents appointed to, execute or cause to be executed
in the name and on behalf of the Corporation and under its seal
or otherwise, such written proxies, consents, waivers or other
instruments as may be necessary or proper in the circumstances.
ARTICLE VIII
AMENDMENTS
These Bylaws may be amended or repealed or new bylaws
adopted as provided in Article ELEVENTH of the Certificate of
Incorporation.
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