Exhibit 3.2
As amended and effective as of January 17, 1997
THERMO ELECTRON CORPORATION
BY-LAWS
TABLE OF CONTENTS
-----------------
Title Page
Article I - Offices ..................................... 1
Article II - Stockholders ............................... 1
Section 1.Annual Meeting ........................... 1
Section 2.Special Meetings ......................... 1
Section 3.Notice of Meetings ....................... 1
Section 4.Quorum ................................... 2
Section 5.Voting ................................... 2
Section 6.Presiding Officer and Secretary .......... 2
Section 7.Proxies .................................. 2
Section 8.Judges ................................... 2
Section 9.List of Stockholders ..................... 3
Article III- Directors .................................. 3
Section 1.Number, Election and Tenure .............. 3
Section 2.Vacancies ................................ 3
Section 3.Resignations ............................ 4
Section 4.Meetings ................................. 4
Section 5.Quorum ................................... 4
Section 6.Compensation of Directors ................ 4
Section 7.Committees ............................... 5
PAGE
Title Page
Article IV - Officers and Agents ........................ 5
Section 1.General Provisions ....................... 5
Section 2.The President ............................ 5
Section 3.Vice Presidents .......................... 6
Section 4.Chief Financial Officer .................. 6
Section 5.The Treasurer ........................... 6
Section 6.The Secretary ............................ 6
Section 7.Assistant Treasurer ...................... 7
Section 8.Assistant Secretary ...................... 7
Section 9.Other Officers ........................... 7
Section 10.Delegation of Duties .................... 7
Article V - Capital Stock ............................... 7
Section 1.Certificates for Shares .................. 7
Section 2.Transfer of Shares of Stock .............. 7
Section 3.Lost, Stolen or Destroyed Certificates ... 8
Section 4.Closing of Transfer Books; Record Date ... 8
Section 5.Maintenance of Stock Ledger .............. 8
Article VI - Seal ....................................... 9
Article VII - Waiver .................................... 9
Article VIII - Checks, Notes, Drafts, etc. .............. 9
Article IX - Amendments ................................. 9
PAGE
THERMO ELECTRON CORPORATION
BY-LAWS
ARTICLE I - OFFICES
The principal office of the Corporation in the State of
Delaware is located at 100 West Tenth Street in the City of
Wilmington, County of New Castle, State of Delaware, and the name
of the resident agent in charge thereof is called The Corporation
Trust Company. The Corporation may also have offices at such
other places, within or without the State of Delaware, as the
Board of Directors may from time to time determine.
ARTICLE II - STOCKHOLDERS
Section 1. Annual Meeting. The annual meeting of the
stockholders of the Corporation for the election of directors and
for the transaction of such other business as may properly come
before the meeting shall be held in the Corporation's offices in
Waltham, Massachusetts, or at such other place within or without
the State of Delaware, and at such time, as may be specified in
the notice of meeting or waiver thereof, on the second Wednesday
in May in each year or on such other date within six months of
the end of the Corporation's fiscal year as may be fixed by the
Board of Directors.
Section 2. Special Meetings. A special meeting of the
stockholders of the Corporation, unless otherwise regulated by
statute, may be called by the President and shall be called by
the President, the Secretary or an Assistant Secretary when
directed to do so by resolution of the Board of Directors at a
duly convened meeting of the Board, or at the request in writing
of a majority of the Board of Directors. Such request shall
state the purpose or purposes of the proposed meeting. On
failure of any officer above specified to call such special
meeting when duly requested, the signers of such request may call
such special meeting over their own signatures. Special meetings
shall be held at such place within or without the State of
Delaware as may be specified in the call thereof. Business
transacted at all special meetings shall be confined to the
objects stated in the call.
Section 3. Notice of Meetings. Written notice of every
meeting of the stockholders shall be served by the Secretary or
an Assistant Secretary, either personally or by mail upon each
stockholder of record entitled to vote at such meeting, at least
ten days before the meeting. If mailed, the notice of a meeting
shall be directed to a stockholder at his last known post office
address. The notice of every meeting of the stockholders shall
state the purpose or purposes for which the meeting is called and
the time when and the place where it is to be held.
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Section 4. Quorum. Except as otherwise provided by law or
by the Certificate of Incorporation, at any meeting of the
stockholders there must be present in person or by proxy the
holders of record of a majority of all shares of stock issued and
outstanding and entitled to vote upon any question to be
considered at the meeting in order to constitute a quorum for the
transaction of any business, but a lesser interest may adjourn
the meeting from time to time without notice other than
announcement at the meeting until a quorum be present, and
thereupon any business may be transacted at the adjourned meeting
which might have been transacted at the meeting originally
called. Except as otherwise provided by law, or by the
Certificate of Incorporation or by these By-Laws, the vote of a
majority of the shares present and entitled to vote at a meeting
shall decide any question brought before such meeting.
Section 5. Voting. At every meeting of the stockholders,
except as may be otherwise provided in the Certificate of
Incorporation or in these By-Laws, every stockholder of the
Corporation entitled to vote thereat shall be entitled to one
vote for each share of stock entitled to vote standing in his
name on the books of the Corporation at the time of the meeting,
or, if a record date shall have been fixed as hereinafter
provided, on such record date; but, except where the transfer
books of the Corporation shall have been closed or a record date
shall have been fixed, no share of stock shall be voted on at any
election for directors which shall have been transferred on the
books of the Corporation within 20 days next preceding such
election of directors. No person may be elected a director
unless his name shall have first been put before the meeting or
the stockholders by nomination of one of the stockholders. Upon
the demand of any stockholder entitled to vote, the vote for
directors, or the vote upon any question before a meeting, shall
be by ballot, but otherwise the method of voting shall be
discretionary with the presiding officer at the meeting.
Section 6. Presiding Officer and Secretary. At all meetings
of the stockholders, the President of the Corporation, or in his
absence a Vice President or if none be present, the appointee of
the meeting, shall preside. The Secretary of the Corporation, or
in his absence an Assistant Secretary, or if none be present the
appointee of the Presiding Officer of the meeting, shall act as
Secretary of the meeting.
Section 7. Proxies. Any stockholder entitled to vote at any
meeting of stockholders may vote either in person or by proxy,
but no proxy shall be voted on after three years from its date,
unless such proxy provides for a longer period. Every proxy must
be executed in writing by the stockholder himself, or by his duly
authorized attorney, and dated, but need not be sealed, witnessed
or acknowledged. Proxies shall be delivered to the Secretary of
the Corporation before the meeting or to the Judges at the
meeting.
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Section 8. Judges. At each meeting of the stockholders at
which the vote for directors or the vote upon any question before
the meeting is taken by ballot, the polls shall be opened and
closed by, and the proxies and ballots shall be received and
taken in charge by, and all questions touching on the
qualifications of voters and the validity of proxies and the
acceptance and rejection of the same shall be decided by two
Judges. Such Judges may be appointed by the Board of Directors
before the meeting, but if no such appointment shall have been
made, they shall be appointed by the meeting. If for any reason
any Judge previously appointed shall fail to attend or refuse or
be unable to serve, a Judge in his place shall be appointed by
the meeting. Any appointment of Judges by the meeting shall be
by per capita vote of the stockholders present and entitled to
vote.
Section 9. List of Stockholders. At least ten days prior to
every election of directors a complete list of the stockholders
entitled to vote at such election, arranged in alphabetical order
and indicating the number of voting shares held by each, shall be
prepared and certified by the Secretary or an Assistant
Secretary. Such list shall be filed at the place where the
election is to be held and shall, at all times during the usual
hours for business and during the whole time of said election, be
opened to the examination of any stockholder.
ARTICLE III - DIRECTORS
Section 1. Number, Election and Tenure. Except as may be
otherwise specifically provided by law, the Restated Certificate
of Incorporation or by these By-Laws, the power, business,
property and affairs of the Corporation shall be exercised and
managed by a board of directors which shall consist of not less
than eight or more than twelve directors. Within such limit, the
number of directors shall be determined by resolution of the
board of directors. The board of directors shall be divided into
three classes as nearly as equal in number as possible. If the
number of directors is changed, any increase or decrease shall be
apportioned among the classes so as to maintain the number of
directors in each class as nearly equal as possible. Such
classes shall consist of one class of directors who shall be
elected for a three-year term expiring at the annual meeting of
stockholders held in 1986; a second class of directors who shall
be elected for a three-year term expiring at the annual meeting
of stockholders held in 1987; and a third class of directors who
shall be elected for a three-year term expiring at the annual
meeting of stockholders held in 1988. At each annual meeting of
stockholders beginning in 1986, the successors of the class of
directors whose term expires at that annual meeting shall be
elected for a three-year term. A director shall hold office
until the annual meeting for the year in which his term expires
and until his successor shall be elected and shall qualify, or
until his earlier death, resignation, retirement,
disqualification or removal. Except as provided in Section 2 of
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this Article, directors shall be elected by a plurality of the
votes cast at the annual meeting of stockholders. No director
need be a stockholder.
Section 2. Vacancies. Any vacancy on the Board of Directors
that results from an increase in the number of directors may be
filled only by a majority of the Board of Directors then in
office, provided that a quorum is present, and any other vacancy
occurring in the Board of Directors may be filled only by a
majority of the directors then in office, even if less than a
quorum, or by a sole remaining director. Any director elected to
fill a vacancy not resulting from an increase in the number of
directors shall be elected for the same remaining term as that of
his predecessor in office. Any additional director of any class
elected to fill a vacancy resulting from an increase in any such
class shall hold office for a term that shall coincide with the
remaining term of that class, but in no case will a decrease in
the number of directors shorten the term of any incumbent
director.
Section 3. Resignations. Any director may resign from his
office at any time by delivering his resignation in writing to
the Corporation, and the acceptance of such resignation, unless
required by the terms thereof, shall not be necessary to make
such resignation effective.
Section 4. Meetings. The Board of Directors may hold its
meetings in such place or places within or without the State of
Delaware as the Board from time to time by resolution may
determine or as shall be specified in the respective notices or
waivers of notice thereof, and the directors may adopt such rules
and regulations for the conduct of their meetings and the
management of the Corporation, not inconsistent with these
By-Laws, as they may deem proper. An annual meeting of the Board
for the election of officers shall be held within three days
following the day on which the annual meeting of the stockholders
for the election of directors shall have been held. The Board of
Directors from time to time by resolution may fix a time and
place (or varying times and places) for the annual and other
regular meetings of the Board; provided, that, unless a time and
place is so fixed for any annual meeting of the Board, the same
shall be held immediately following the annual meeting of the
stockholders at the same place at which such meeting shall have
been held. No notice of the annual or other regular meetings of
the Board need be given. Other meetings of the Board of
Directors shall be held whenever called by the President or by
any two of the directors for the time being in office; and the
Secretary or an Assistant Secretary shall give notice of each
such meeting to each director by mailing the same not later than
the second day before the meeting, or personally or by
telegraphing, cabling or telephoning the same not later than the
day before the meeting. No notice of a meeting need be given if
all directors are present in person. Any business may be
transacted at any meeting of the Board of Directors, whether or
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not specified in a notice of the meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors
may be taken without a meeting, if prior to such action a written
consent thereto is signed by all members of the Board, and such
written consent is filed with the minutes of proceedings of the
Board.
Section 5. Quorum. Except as may be otherwise specifically
provided by law, the Restated Certificate of Incorporation or
these By-Laws, at all meetings of the Board of Directors, a
majority of the entire Board 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. If there be
less than a quorum at any meeting of the Board of Directors, a
majority of those present (or if only one be present, then that
one) may adjourn the meeting from time to time, without notice
other than announcement at the meeting which shall be so
adjourned, until a quorum shall be present.
Section 6. Compensation of Directors. The Board of
Directors shall have the power to fix the compensation of
directors and members of committees of the Board. 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, as well as
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 special or standing
committees may be allowed like compensation for attending
committee meetings.
Section 7. Committees. The Board of Directors may, by
resolution or resolutions, passed by a majority of the whole
Board, from time to time designate an Executive Committee and
such other committee or committees as it may determine, each
committee to consist of two or more of the directors of the
Corporation, which, to the extent provided in said resolution or
resolutions, shall have and may exercise any powers of the Board
of Directors in the management of the business and affairs of the
Corporation, and may have the power to authorize the seal of the
corporation to be affixed to all papers which may require it.
Any action required or permitted to be taken at any meeting of
the committee may be taken without a meeting, if prior to such
action a written consent thereto is signed by all members of such
committee, and such written consent is filed with the minutes of
proceedings of the committee.
ARTICLE IV - OFFICERS AND AGENTS
Section 1. General Provisions. The officers of the
Corporation shall be a President, a Chief Financial Officer, a
Treasurer and a Secretary, and may include one or more Vice
Presidents, one or more Assistant Treasurers and one or more
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Assistant Secretaries, all of whom shall be appointed by the
Board of Directors as soon as may be after the election of
directors in each year. The President shall be chosen from among
the directors. Any two offices, except those of President and
Vice President, may be held by the same person, but no officer
shall execute, acknowledge or verify any instrument in more than
one capacity if such instrument is required by law or by these
By-Laws to be executed, acknowledged or verified by any two or
more officers. Each of such officers shall serve until the
annual meeting of the Board of Directors next succeeding his
appointment and until his successor shall have been chosen and
shall have qualified. The Board of Directors may appoint such
officers, agents and employees as it may deem necessary or
proper, who shall respectively have such authority and perform
such duties as may from time to time be prescribed by the Board
of Directors. All officers, agents and employees appointed by
the Board of Directors shall be subject to removal at any time by
the affirmative vote of a majority of the whole Board. Other
agents and employees may be removed at any time by the Board of
Directors, by the officer appointing them, or by any other
superior upon whom such power of removal may be conferred by the
Board of Directors. The salaries of the officers of the
Corporation shall be fixed by the Board of Directors, but this
power may be delegated to any officer.
Section 2. The President. The President shall be the
principal executive officer of the Corporation and shall preside
at all meetings of the stockholders and of the Board of
Directors. Subject to the control of the Board of Directors, he
shall have general charge of the business and affairs of the
Corporation and shall keep the Board fully advised. At the
direction of the Board of Directors, he shall have power in the
name of the Corporation and on its behalf to execute any and all
deeds, mortgages, contracts, agreements and other instruments in
writing. He shall employ and discharge employees and agents of
the Corporation, except such as shall hold their offices by
appointment of the Board of Directors, but he may delegate these
powers to other officers as to employees under their immediate
supervision. He shall have such powers and perform such duties
as generally pertain to the office of President, as well as such
further powers and duties as may be prescribed by the Board of
Directors. The President shall have full power and authority on
behalf of the Corporation to execute any stockholders' consents
and to attend and act and to vote in person or by proxy at any
meetings of stockholders of any corporation in which the
Corporation may own stock, and at any such meeting shall possess
and may exercise any and all of the rights and powers incident to
the ownership of such stock and which, as the owner thereof, the
Corporation might have possessed and exercised if present. The
Board of Directors, by resolution from time to time, may confer
like powers upon any other person or persons.
Section 3. Vice Presidents. Each Vice President shall have
such powers and perform such duties as the Board of Directors or
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the President may from time to time prescribe, and shall perform
such other duties as may be prescribed in these By-Laws. In the
absence or inability to act of the President, the Vice President
next in order as designated by the Board of Directors or, in the
absence of such designation, senior in length of service in such
capacity who shall be present and able to act, shall perform all
the duties and may exercise any of the powers of the President,
subject to the control of the Board of Directors. The
performance of any duty by a Vice President shall be conclusive
evidence of his power to act.
Section 4. Chief Financial Officer. The Board of Directors
shall designate the President or a Vice President to serve as the
Chief Financial Officer of the Corporation. The Chief Financial
Officer shall be responsible for the financial records and
affairs of the Corporation and shall have such further powers and
duties as are incident to the position of Chief Financial
Officer, subject to the direction of the President and the Board
of Directors. The Chief Financial Officer shall supervise the
activities of the Treasurer of the Corporation, who shall be
subordinate to and report to the Chief Financial Officer. The
Chief Financial Officer shall perform such of the duties of the
President on behalf of the Corporation as may be assigned to him
from time to time by the Board of Directors, the Chairman of the
Board or the President.
Section 5. The Treasurer. The Treasurer shall have the care
and custody of all funds and securities of the Corporation which
may come into his hands and shall deposit the same to the credit
of the Corporation in such bank or banks or other depository or
depositories as the Board of Directors may designate. He may
endorse all commercial documents requiring endorsements for or on
behalf of the Corporation and may sign all receipts and vouchers
for payments made to the Corporation. He shall be subordinate to
and responsible to the President or Vice President who is
designated Chief Financial Officer by the Board of Directors. He
shall render an account of his transactions to the Board of
Directors as often as they shall require the same and shall at
all reasonable times exhibit his books and accounts to any
director; shall cause to be entered regularly in books kept for
that purpose full and accurate account of all moneys received and
paid by him on account of the Corporation; and shall have such
further powers and duties as are incident to the position of
Treasurer, subject to the control of the Board of Directors. He
may be required by the Board of Directors to give a bond for the
faithful discharge of his duties in such sum and with such surety
as the Board may require.
Section 6. The Secretary. The Secretary shall keep the
minutes of all meetings of the Board of Directors and of the
stockholders and shall attend to the giving and serving of all
notices of the Corporation. He shall have custody of the seal of
the Corporation and shall affix the seal to all certificates of
shares of stock of the Corporation and to such other papers or
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documents as may be proper and, when the seal is so affixed, he
shall attest the same by his signature wherever required. He
shall have charge of the stock certificate book, transfer book
and stock ledger, and such other books and papers as the Board of
Directors may direct. He shall, in general, perform all the
duties of Secretary, subject to the control of the Board of
Directors.
Section 7. Assistant Treasurers. In the absence or
inability of the Treasurer to act, any Assistant Treasurer may
perform all the duties and exercise all of the powers of the
Treasurer, subject to the control of the Board of Directors. The
performance of any such duty shall be conclusive evidence of his
power to act. An Assistant Treasurer shall also perform such
other duties as the Treasurer or the Board of Directors may from
time to time assign to him.
Section 8. Assistant Secretaries. In the absence or
inability of the Secretary to act, any Assistant Secretary may
perform all the duties and exercise all the powers of the
Secretary, subject to the control of the Board of Directors. The
performance of any such duty shall be conclusive evidence of his
power to act. An Assistant Secretary shall also perform such
other duties as the Secretary or the Board of Directors may from
time to time assign to him.
Section 9. Other Officers. Other officers shall perform
such duties and have such powers as may from time to time be
assigned to them by the Board of Directors.
Section 10. Delegation of Duties. In case of the absence of
any officer of the Corporation, or for any other reason that the
Board may deem sufficient, the Board may confer, for the time
being, the powers or duties, or any of them, of such officer upon
any other officer, or upon any director.
ARTICLE V - CAPITAL STOCK
Section 1. Certificate for Shares. Certificates for shares
of stock of the Corporation certifying the number and class of
shares owned shall be issued to each stockholder in such form not
inconsistent with the Certificate of Incorporation and these
By-Laws, as shall be approved by the Board of Directors. The
certificates for the shares of each class shall be numbered and
registered in the order in which they are issued and shall be
signed by the Chairman, the President or a Vice President and by
the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer, and the seal of the Corporation shall be
affixed thereto. All certificates exchanged or returned to the
Corporation shall be cancelled.
Section 2. Transfer of Shares of Stock. Transfers of
shares shall be made only upon the books of the Corporation by
the holder, in person or by attorney lawfully constituted in
writing, and on the surrender of the certificate or certificates
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for such shares properly assigned. The Board of Directors shall
have the power to make all such rules and regulations, not
inconsistent with the Certificate of Incorporation and these
By-Laws, as they may deem expedient concerning the issue,
transfer and registration of certificates for shares of stock of
the Corporation.
Section 3. Lost, Stolen or Destroyed Certificates. The
Board of Directors, in their discretion, may require the owner of
any certificate of stock alleged to have been lost, stolen or
destroyed, or his legal representatives, to give the Corporation
a bond in such sum as they may direct, to indemnify the
Corporation against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such
certificate, as a condition of the issue of a new certificate of
stock in the place of any certificate theretofore issued alleged
to have been lost, stolen or destroyed. Proper and legal
evidence of such loss, theft or destruction shall be procured for
the Board, if required. The Board of Directors, in their
discretion, may refuse to issue such new certificate, save upon
the order of some court having jurisdiction in such matters.
Section 4. Closing of Transfer Books: Record Date. The
Board of Directors shall have power to close the stock transfer
books of the Corporation for a period not exceeding 50 days
preceding the date of any meeting of stockholders or the date for
payment of any dividend or the date for allotment of rights or
the date when any change or conversion or exchange of capital
stock shall go into effect or for a period of not exceeding 50
days in connection with obtaining the consent of stockholders for
any purpose; provided, however, that in lieu of closing the stock
transfer books as aforesaid, the Board of Directors may fix in
advance a date, not exceeding 50 days 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, or a date in connection with obtaining such
consent, 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 such 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 5. Maintenance of Stock Ledger. The original or a
duplicate stock ledger containing the names and addresses of the
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stockholders, and the number of shares held by them,
respectively, shall at all times, during the usual hours for
business, be open to the examination of every stockholder at the
principal office or place of business of the Corporation in the
State of Delaware.
ARTICLE VI - SEAL
The seal of the Corporation shall consist of a flat-faced
circular die with the name of the Corporation, the year of its
incorporation and the words "Corporate Seal" and "Delaware"
inscribed thereon.
ARTICLE VII - WAIVER
Whenever any notice whatever is required to be given by
statute or under the provisions of the Certificate of
Incorporation or By-Laws of this Corporation a waiver thereof in
writing, signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed
equivalent thereto.
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ARTICLE VIII - CHECKS, NOTES, DRAFTS, ETC.
Checks, notes, drafts, acceptances, bills of exchange and
other orders or obligations for the payment of money shall be
signed by such officer or officers or person or persons as the
Board of Directors shall from time to time determine.
ARTICLE IX - AMENDMENTS
These By-Laws, or any of them, may be altered, amended or
repealed, and new By-Laws may be adopted, (1) by the
stockholders, at any annual meeting, or at any special meeting
called for that purpose, as provided and subject to the
limitations set forth in the Restated Certificate of
Incorporation or (2) by the Board of Directors, (a) at any duly
convened meeting by a majority vote of the whole Board, or (b)
without a meeting by prior written consent signed by all members
of the Board and filed with the minutes of proceedings of the
Board, but any such action of the Board of Directors may be
amended or repealed by the stockholders at any annual meeting or
any special meeting called for that purpose as provided and
subject to the limitations set forth in the Restated Certificate
of Incorporation. The time and place, as fixed by these By-Laws,
of the annual meeting of the stockholders for the election of
directors shall not be changed within 60 days next before the day
on which the election is to be held, and a notice of any change
shall be given to each stockholder entitled to vote there at
least 20 days before the election is held, in person or by letter
mailed to his last known post office address.