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WYMAN-GORDON COMPANY EXHIBIT 3.B
BYLAWS May 24, 1994
ARTICLE I OFFICES
1. PRINCIPAL OFFICE
The principal office for the transaction of the business of
the Corporation shall be located in the City of Worcester,
Commonwealth of Massachusetts.
2. OTHER OFFICES
The Corporation may also establish offices at such other
places, both within and without the Commonwealth of
Massachusetts, as the Board of Directors may from time to
time determine or the business of the Corporation may
require.
ARTICLE II MEETING OF STOCKHOLDERS
1. PLACE OF MEETINGS
All meetings of stockholders shall be held at the principal
office of the Corporation or at any other place within the
United States which may be (a) designated by the Board of
Directors, or (b) consented to by the written consent of all
stockholders entitled to vote thereat, given either before
or after the meeting and filed with the Clerk of the
Corporation.
2. ANNUAL MEETINGS
Unless otherwise determined by the Board of Directors, the
annual meeting of stockholders shall be held on the third
Wednesday of October in each year at an hour fixed by the
Board of Directors or the Chief Executive Officer. Should
said third Wednesday in October fall upon a legal holiday
and the Board of Directors not have established a different
date for such annual meeting, however, said annual meeting
shall be held at the same time and place on the next day
thereafter ensuing which is not a legal holiday. At each
such annual meeting Directors shall be elected, reports of
officers of the Corporation shall be considered, and any
other business may be transacted which is within the power
of the stockholders.
3. SPECIAL MEETINGS
Special meetings of the stockholders, for any purpose
whatsoever, may be called at any time either by the Chief
Executive Officer or by the Board of Directors, to be held
at such a time as he or they may designate. In addition, a
special meeting of the stockholders shall be called by the
Clerk (or in the case of his death, absence, incapacity or
refusal to act, by any other officer of the Corporation)
upon written application of one or more stockholders holding
not less than one-tenth of the issued and outstanding
capital stock of the Corporation. The officer forthwith
shall cause notice to be given as provided in the next
section that a meeting will be held at a time, fixed by the
officer, not less than 10 nor more than 60 days after the
receipt of the request.
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4. NOTICE OF MEETINGS
The Clerk shall, not less than seven days prior to any
meeting of stockholders, give written notice to all
stockholders, entitled to vote thereat, stating the place,
date and hour of such meeting, and the purposes of the
meeting. Such notice shall be given to any stockholder (a)
by leaving such notice with the stockholder, or at his
residence or usual place of business, or (b) by mail,
postage prepaid, addressed to the stockholder at his address
as it is shown upon the records of the Corporation.
5. QUORUM
A majority of the shares of stock issued and outstanding and
at the time entitled to vote represented at a meeting in
person or by proxy shall constitute a quorum for the
transaction of business except as otherwise provided in the
Articles of Organization.
6. VOTING
Each vote at a stockholders meeting shall be by voice vote
or by ballot as determined by the officer presiding at the
meeting; provided, however, that all elections for Directors
must be by ballot upon demand made before the voting begins
by a stockholder entitled to vote thereon.
7. PROXIES
Every person entitled to vote or execute consents shall have
the right to do so either in person or by one or more agents
authorized by a written proxy executed by such person or his
duly authorized agent and filed with the Clerk of the
Corporation. A proxy with respect to stock held in the name
of two or more persons shall be valid if executed by any one
of them unless at or prior to exercise of the proxy the
Corporation receives a specific written notice to the
contrary from any one of them. A proxy purporting to be
executed by or on behalf of a stockholder shall be deemed
valid unless challenged at or prior to its exercise and the
burden of proving invalidity shall rest on the challenger.
8. ADJOURNED MEETINGS AND NOTICE THEREOF
Any meeting of stockholders, annual or special, whether or
not a quorum is present, may be adjourned from time to time
by the vote of a majority of the shares, the holders of
which are either present in person or represented by proxy
thereat, but in the absence of a quorum no other business
may be transacted at such meeting.
When any meeting of stockholders, either annual or special,
is adjourned for thirty (30) days or more, notice of the
adjourned meeting shall be given as in the case of an
original meeting. Except as provided above, it shall not be
necessary to give any notice of an adjournment or of the
business to be transacted at an adjourned meeting, other
than by announcement at the meeting at which such
adjournment is taken.
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9. ACTION WITHOUT MEETING
Any action which may be taken at a meeting of stockholders,
except approval of an agreement for merger or consolidation
of the Corporation with other corporations, may be taken
without a meeting if authorized by a writing signed by all
of the persons who would be entitled to vote upon such
action at a meeting, and filed with the Clerk of the
Corporation.
ARTICLE III DIRECTORS
1. POWERS
Subject to limitations imposed by law or the Articles of
Organization, all corporate powers shall be exercised by or
under the authority of, and the business and affairs of the
Corporation shall be controlled by, the Board of Directors.
In the exercise of its powers, the Board may appoint an
executive committee and other committees, and may delegate
to the executive committee any of the powers and authority
of the Board in the management of the business and affairs
of the Corporation, except the powers expressly reserved to
the Directors in Section 55 of the Massachusetts Business
Corporation Law. The executive committee shall be composed
of three or more Directors.
2. NUMBER AND CLASSIFICATION OF DIRECTORS
The number of Directors of the Corporation shall not be less
than seven nor more than thirteen, as determined from time
to time by the Directors, and the number shall be nine until
otherwise so determined. The Board of Directors shall be
divided into three classes in respect of term of office,
each class to contain as near as may be one-third of the
whole number of the Board. Of the Board of Directors
elected at the last annual meeting of stockholders held
prior to the adoption of this Bylaw, the members of Class I
shall serve until the annual meeting of stockholders held in
the year following their election, the members of Class II
shall serve until the annual meeting of stockholders held
two years following their election, and the members of Class
III shall serve until the annual meeting of stockholders
held three years following their election; provided,
however, that in each case Directors shall continue to serve
until their successors shall be elected and shall qualify.
At each annual meeting of stockholders following the
adoption of this Bylaw, one class of Directors shall be
elected to serve until the annual meeting of stockholders
held three years next following and until their successors
shall be elected and shall qualify. If any annual meeting
of stockholders is not held or Directors are not elected
thereat, Directors may be elected at any special meeting of
stockholders.
Directors need not be stockholders of the Corporation.
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4. VACANCIES
In case a vacancy shall occur from any cause in the Board of
Directors or in any other office, including action by the
Directors to increase the number of Directors in accordance
with Section 2 of this Article III, the remaining Directors
then in office may elect a person to fill such vacancy for
the balance of the term of the office vacated, except that,
in the case of an increase in the number of Directors, such
vacancy may be filled only until the next annual meeting of
stockholders, at which time the vacancy shall be filled by
vote of the stockholders. In case of a vacancy or vacancies
in the Board of Directors being unfilled, the remaining
Directors shall exercise all the powers of the Board.
A vacancy in the Board of Directors shall be deemed to exist
in the case of the death, resignation or removal of any
Director, or if the authorized number of Directors is
increased, or if the stockholders fail, at any annual or
special meeting of stockholders at which any Director is
elected, to elect the full authorized number of Directors to
be voted for at that meeting. The Board of Directors may
declare vacant the office of a Director if, within 30 days
after notice of his first election to the Board of
Directors, he does not accept the office either in writing
or by attending a meeting of the Board of Directors.
The stockholders may elect a Director or Directors at any
time to fill any vacancy or vacancies not filled by the
remaining Director or Directors. If the Board of Directors
accepts the resignation of a Director tendered to take
effect at a future time, the Board, or if the Board has not
acted, the stockholders, shall have the power to elect a
successor to take office when the resignation is to become
effective.
5. REMOVAL
Any Director of the Corporation may be removed with or
without cause at any regular meeting of the stockholders or
at a special meeting called for the purpose, and by vote of
the holders of a majority of the stock outstanding and
entitled to vote, or may be removed with or without cause by
the Board of Directors.
No reduction of the authorized number of Directors shall
have the effect of removing any Director prior to the
expiration of his term of office.
6. QUORUM
A majority of the authorized number of Directors shall
constitute a quorum of the Board for the transaction of
business. Every act or decision done or made by a majority
of the Directors present at a meeting duly held at which a
quorum is present shall be regarded as the act of the Board
of Directors, unless a greater number be required by law.
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7. PLACE OF DIRECTORS' MEETINGS
Meetings of the Board of Directors shall be held at the
principal office of the Corporation, or at any place within
or without the Commonwealth of Massachusetts which has been
designated from time to time by resolution of the Board or
by written consent of all the members of the Board.
8. ORGANIZATION MEETINGS
Immediately following each annual meeting of stockholders
the Board of Directors shall hold a regular meeting for the
purpose of organizing, electing officers, and transacting
other business. No notice need be given of such meetings of
the Board of Directors.
9. REGULAR MEETINGS
Regular meetings of the Board of Directors shall be held at
such day and hour as shall be from time to time determined
by the Board. If said day shall fall upon a holiday, such
meeting shall be held on the next succeeding business day
thereafter. No notice need be given of such regular
meetings of the Board of Directors.
10. SPECIAL MEETINGS
Special meetings of the Board of Directors for any purpose
or purposes shall be called by the Chief Executive Officer
or, if he is absent or unable or refuses to act, by the
President if the Chairman of the Board is the Chief
Executive Officer, by any corporate Vice President, or by
any two Directors.
Written notice of the time and place of special meetings
shall be delivered to each Director in person or by
telephone, or sent to each Director by mail or other form of
written communication, charges prepaid, addressed to him at
his address as it is shown upon the records of the
Corporation, or, if it is not so shown and if it is not
readily ascertainable, addressed to him at the city or place
where the meetings of the Directors are regularly held.
Notices mailed or telegraphed shall be deposited in the
United States mail or delivered to the telegraph company at
the place where the principal office of the Corporation is
located at least 48 hours prior to the time of the holding
of the meeting; and notices given personally or by telephone
shall be given at least 24 hours prior to the time of the
holding of the meeting.
11. NOTICE OF ADJOURNMENT
Notice of the time and place of holding an adjourned meeting
need not be given to absent Directors if the time and place
are fixed at the meeting adjourned.
12. WAIVER OF NOTICE; CONSENT TO MEETING
The transactions of any meeting of the Board of Directors,
however called and noticed or whenever held, shall be as
valid as though had at a meeting duly held after regular
call and notice if a quorum is present and if, either before
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or after the meeting, each of the Directors not present
signs a waiver of notice or a consent to hold such meeting,
or an approval of the minutes thereof. All such waivers,
consents or approvals shall be filed with the corporate
records and made a part of the minutes of the meeting.
13. ADJOURNMENT
A quorum of the Directors may adjourn any meeting of the
Board of Directors to meet again at a stated day and hour;
and in the absence of a quorum, a majority of the Directors
present may adjourn from time to time until the time fixed
for the next regular meeting of the Board.
14. ACTION WITHOUT MEETING
Any action required or permitted to be taken by the Board of
Directors may be taken without a meeting, if all members of
the Board shall individually or collectively consent in
writing to such action. Such written consent or consents
shall be filed with the minutes of the proceedings of the
Board. Such action, by written consent, shall have the same
force and effect as a unanimous vote of such Directors at a
meeting of the Board of Directors.
Directors of the Company may participate in meetings of the
Board of Directors or any committee designated thereby by
means of a conference telephone or similar communications
equipment by means of which all persons participating in the
meeting can hear each other at the same time and
participation by such means shall constitute presence in
person at a meeting.
15. FEES AND COMPENSATION
Directors shall receive such fees and compensation, if any,
for their services as may be determined by vote of the
Board, and shall receive reimbursement of reasonable
expenses incurred in attending meetings of the Directors or
committees thereof or otherwise in connection with attention
to the affairs of the Corporation. No Director who receives
a salary as an officer or employee of the Corporation or any
subsidiary thereof shall receive any remuneration as a
Director or member of any committee of the Directors.
ARTICLE IV OFFICERS
1. OFFICERS
The officers of the Corporation shall be a President, a
Treasurer and a Clerk. The Corporation may also have, at
the discretion of the Board of Directors, a Chairman of the
Board, one or more corporate Vice Presidents, one or more
Assistant Treasurers and one or more Assistant Clerks, each
of whom shall be elected by the Board of Directors in
accordance with the provisions of Section 2 of this Article.
Other officers may be appointed in accordance with the
provisions of Section 3 of this Article; provided, however,
that no such appointed officer shall be deemed to be a
corporate officer. One person may hold two or more offices,
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except that the offices of President and Treasurer shall not
be held by the same person. The Chief Executive Officer of
the Corporation shall be the President or the Chairman of
the Board, as determined by the Board of Directors.
2. ELECTION
The officers of the Corporation, except such officers as may
be appointed in accordance with the provisions of Sections 3
or 5 of this Article, shall be chosen annually by the Board
of Directors, and each shall hold his office until he shall
resign or shall be removed or otherwise disqualified to
serve, or his successor shall be elected and qualified.
3. APPOINTED OFFICERS
The Board of Directors may appoint and may empower the Chief
Executive Officer to appoint, such other officers as the
business of the Corporation may require, including without
limitation, divisional vice presidents (who shall not be
corporate officers). Each such appointed officer shall hold
office for such period, have such authority and perform such
duties as are provided in the Bylaws or as the Board of
Directors or the Chief Executive Officer may from time to
time determine.
4. REMOVAL AND RESIGNATION
Any officer or agent may be removed, either with or without
cause, by a majority of the Directors at the time in office,
at any regular or special meeting of the Board, or, except
in case of an officer elected by the Board of Directors, by
the Chief Executive Officer or by any officer upon whom such
power of removal may be conferred by the Board of Directors.
Any officer or agent may resign at any time by giving
written notice to the Board of Directors or the Chief
Executive Officer, or the Clerk of the Corporation. Any
such resignation shall take effect on the date of the
receipt of such notice or at any later time specified
therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to
make it effective.
5. VACANCIES
A vacancy in any office because of death, resignation,
removal, disqualification or any other cause shall be filled
in the manner prescribed in the Bylaws for regular
appointments to such office.
6. CHAIRMAN OF THE BOARD
The Chairman of the Board, if any, shall, if present,
preside at all meetings of the Board of Directors, and
exercise and perform such other powers and duties as may be
from time to time assigned to him by the Board of Directors.
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7. CHIEF EXECUTIVE OFFICER
Subject to the supervision and control of the Board of
Directors, the Chief Executive Officer shall have general
control of the business and financial affairs of the
Corporation, shall have the general powers and duties of
management usually vested in the chief executive officer of
a corporation, and shall have such other powers and perform
such other duties as are delegated to him by the Corporation
or the Board of Directors or as may be imposed by law. He
shall preside at all meetings of the stockholders and, in
the absence of a Chairman of the Board who has not been
designated Chief Executive Officer, at all meetings of the
Board of Directors. He shall be ex officio a member of the
executive committee and any other standing committees, other
than the stock option committee and the compensation
committee.
8. PRESIDENT
Subject to the supervision and control of the Board of
Directors, the President shall have the general powers and
duties of management usually vested in the president of a
corporation and shall have such other powers and duties as
are delegated to him by the Corporation or the Board of
Directors or as may be imposed by law. Unless the Chairman
of the Board is specifically designated by the Board of
Directors as the Chief Executive Officer, the President
shall be the Chief Executive Officer of the Corporation with
all of the powers and duties specified in Section 7 of this
Article. If the Chairman of the Board is the Chief
Executive Officer, the President, shall, in his absence or
disability or in case of a vacancy in his office, perform
all the duties of the Chief Executive Officer, and when so
acting shall have all the powers of, and be subject to all
the restrictions upon, the Chief Executive Officer.
9. VICE PRESIDENT
In the absence or disability of the President, or in case of
a vacancy in his office, the corporate Vice Presidents, if
any, in order of their rank as fixed by the Board of
Directors, or if not ranked, the Vice President designated
by the Board of Directors, shall perform all 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. The Vice Presidents shall have such other powers
and perform such other duties as from time to time may be
prescribed for them respectively by the Board of Directors.
10. TREASURER
Subject to the supervision and control of the Chief
Executive Officer, the Treasurer shall have general charge
of the financial affairs of the Corporation and have the
custody of the funds and of all the valuable papers of the
Corporation. He shall keep the accounts of the Corporation
in a clear manner and shall at all times when requested by
the Directors or the Chief Executive Officer exhibit a true
statement of the affairs of the Corporation. The Assistant
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or each of the Assistant Treasurers, in the absence or
inability of the Treasurer, or in case of a vacancy in his
office, may perform such part or all of the duties of the
Treasurer as may be specified from time to time by the
Directors or the Chief Executive Officer, and the written
statement of any Assistant Treasurer as to such absence,
inability or vacancy shall conclusively determine the fact
so stated. The Treasurer shall, if required by the
Directors or the Chief Executive Officer, give a bond for
the faithful discharge of his duties at the expense of the
Corporation with satisfactory sureties and in such penal
sums as may be required by the Directors. The Assistant
Treasurer or Treasurers shall also, if required by the
Directors or the Chief Executive Officer, give a bond in
like manner for the faithful discharge of their duties. The
Treasurer and Assistant Treasurers shall perform such other
duties as may be delegated to them respectively by the
Corporation or the Chief Executive Officer or may be imposed
by law.
11. CLERK
The Clerk shall attend all meetings of the Board of
Directors, the stockholders and the executive committee, if
any, and if so directed by the Board of Directors, any other
committee which may be constituted, and shall keep, or cause
to be kept, at the principal office or such other place as
the Board of Directors may direct, a book of minutes of all
such meetings, showing the time of and place at which such
meetings are held; whether regular or special; and if
special, how authorized; the notice thereof given; the names
of those present at Directors' or committee meetings; the
number of shares present or represented at stockholders'
meetings; and a record of the proceedings of such meetings.
In absence of the Clerk or an Assistant Clerk, a Temporary
Clerk shall be appointed to keep the records of any meeting.
The Clerk shall keep, or cause to be kept, at the principal
office or at the office of the Corporation's transfer agent,
a stock book, or a duplicate stock book, showing the names
of the stockholders and their addresses; the number and
classes of shares held by each; the number and date of
certificates issued for the same; and the number and date of
cancellation of every certificate surrendered for
cancellation.
The Clerk shall give, or cause to be given, notice of all
the meetings of stockholders and of the Board of Directors
required by these Bylaws to be given, and shall have such
other powers and perform such other duties as may be
prescribed by the Board of Directors. He shall keep in safe
custody the seal of the Corporation and, when authorized by
the Board of Directors, shall affix the same to any
instrument requiring it and, when so affixed, it shall be
attested by his signature or by the signature of an
Assistant Clerk.
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The Assistant or each of the Assistant Clerks, in the
absence or inability of the Clerk, or in case of a vacancy
in his office, may perform such part or all of the duties of
the Clerk as may be specified from time to time by the
Directors or the Chief Executive Officer, and the written
statement of any Assistant Clerk as to such absence,
inability or vacancy shall conclusively determine the fact
so stated.
ARTICLE V INDEMNIFICATION
1. RIGHT OF INDEMNIFICATION
Every person who is or was a Director, officer or employee
of this Corporation or of any other corporation which he
served at the request of the Corporation and in which the
Corporation owns or owned shares of capital stock or of
which it is a creditor shall have a right to be indemnified
by this Corporation against all reasonable expenses incurred
by him in connection with or resulting from any action, suit
or proceeding in which he may become involved as a party or
otherwise by reason of his being or having been a Director,
officer or employee of the Corporation or such other
corporation, provided (a) said action, suit or proceeding
shall be prosecuted to a final determination and he shall be
vindicated on the merits, or (b) in the absence of such
final determination vindicating him on the merits, the Board
of Directors shall determine that he acted in good faith in
the reasonable belief that his action was in the best
interests of the Corporation or such other corporation and
that he cooperated effectively with the Corporation in the
defense and disposition of any said action, suit or
proceeding, said determinations to be made by the Board of
Directors acting through a quorum of disinterested
directors, or in its absence on the opinion of the counsel.
2. DEFINITIONS
For purposes of Section 1 of this Article V: (a) "reasonable
expenses" shall include but not be limited to reasonable
counsel fees and disbursements, amounts of any judgment,
fine or penalty, and reasonable amounts paid in settlement,
but in no event shall "reasonable expenses" include any item
for which indemnification would be contrary to law; (b)
"action, suit or proceeding" shall include every claim,
action, suit or proceeding, whether civil or criminal,
derivative or otherwise, administrative, judicial or
legislative, any appeal relating thereto, and shall include
any reasonable apprehension or threat of such a claim,
action, suit or proceeding; and (c) a settlement plea of
nolo contendere, consent judgment, adverse civil judgment,
or conviction shall not of itself create a presumption that
the person seeking indemnification did not act in good faith
in the reasonable belief that his action was in the best
interests of this Corporation or such other corporation, but
the Board of Directors shall be bound by a civil judgment or
conviction which adjudges that the person did not act in
good faith in the reasonable belief that his action was in
the best interests of this Corporation or such other
corporation.
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3. PERSONS ENTITLED TO INDEMNIFICATION
The right of indemnification shall extend to any person
otherwise entitled to it under this Article V whether or not
that person continues to be a Director or officer of this
Corporation at the time such liability or expense shall be
incurred. The right of indemnification shall extend to the
legal representatives and heirs of any person otherwise
entitled to indemnification. If a person meets the
requirements of this Article V with respect to some matters
in an action, suit or proceeding, but not with respect to
others, he shall be entitled to indemnification as to the
former. Advances against liability and expenses may be made
by the Corporation on terms fixed by the Board of Directors
subject to an obligation to repay if indemnification proves
unwarranted.
4. BYLAW NOT EXCLUSIVE
This Article V shall not exclude any other rights of
indemnification or other rights to which any Director,
officer or employee may be entitled by contract, by vote of
the Board of Directors, or as a matter of law. If any
clause, provision or application of this Article V shall be
determined to be invalid, the other clauses, provisions or
applications of these Bylaws shall not be affected but shall
remain in full force and effect. The provisions of this
Article V shall be applicable to actions, suits or
proceedings commenced after the adoption hereof, whether
arising from acts or omissions occurring before or after the
adoption hereof.
ARTICLE VI MISCELLANEOUS
1. RECORD DATE AND CLOSING STOCK BONDS
The Board of Directors may fix a time in the future as a
record date for the determination of stockholders entitled
to notice of and to vote at any meeting of stockholders or
entitled to receive any dividend or distribution, or any
allotment of rights, or to exercise rights in respect to any
change, conversion or exchange of shares. The record date
so fixed shall be not more than 60 days prior to the date of
the meeting or event for the purposes of which it is fixed.
When a record date is so fixed, only stockholders of record
on that date are entitled to notice of and to vote at the
meeting or to receive the dividend, distribution, or
allotment of rights, or to exercise the rights, as the case
may be, notwithstanding any transfer of any shares on the
books of the Corporation after the record date.
The Board of Directors may close the books of the
Corporation against transfers of shares during the whole or
any part of a period not more than 60 days prior to the date
of a meeting of stockholders, the date when the right to any
dividend, distribution, or allotment of rights vests, or the
effective date of any change, conversion or exchange of
shares.
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2. INSPECTION OF CORPORATE RECORDS
The stock book or duplicate stock book and minutes of
proceedings of the incorporators and stockholders shall be
open to inspection upon the written demand of any
stockholder at any reasonable time, and for a purpose
reasonably related to his interests as a stockholder. Such
records shall be exhibited at any meeting of stockholders
upon the demand by the holders of ten percent of the shares
represented at the meeting. Such inspection may be made in
person or by an agent or attorney, and shall include the
right to make extracts. Demand of inspection other than at
a meeting of stockholders shall be made in writing upon the
President or Clerk of the Corporation.
Every Director shall have the right, at any reasonable time,
to inspect all books, records, documents of every kind, and
the physical properties of the Corporation and of its
subsidiary corporations, domestic or foreign; provided,
however, that in the case of foreign subsidiary corporations
such right shall extend only to such books, records,
documents and properties as are kept or located in the
Commonwealth of Massachusetts.
3. CERTIFICATES FOR SHARES
Certificates representing shares of common stock of the
Corporation shall be of such form as the Board of Directors
may approve and shall state the name of the record holder of
the shares represented thereby; the number of the
certificate; the date of issuance of the certificate; the
number of shares for which it is issued; the par value, if
any, or a statement that such shares are without par value;
a statement of the rights, privileges, preferences and
restrictions, if any; a statement as to redemption or
conversion, if any; a statement of liens or restrictions
upon transfer or voting, if any; if the shares be
assessable, or, if the assessments are collectible by
personal action, a plain statement of such facts.
4. EXECUTION OF CERTIFICATES
Every certificate for shares must be signed by the President
or a Vice President and the Treasurer, or an Assistant
Treasurer, and may be by facsimiles of the signatures of the
President and Treasurer or by a facsimile of the signature
of the President and the written signature of its Treasurer
or an Assistant Treasurer. No certificate for shares
authenticated by a facsimile of a signature shall be valid
until countersigned by the transfer agent.
5. TRANSFER OF STOCK
Prior to due presentment for registration of transfer, the
Corporation may treat the registered owner of shares as the
person exclusively entitled to vote, to receive
notifications and otherwise to exercise all the rights and
powers of a stockholder. Shares may be transferred on the
books of the Corporation only by the person named in the
certificate as the owner thereof, or by his agent, attorney,
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or legal representative, upon surrender to the Clerk of the
Corporation or, at the discretion of the Board of Directors,
to any transfer agent, of a certificate, duly endorsed or
accompanied by proper evidence of succession, assignment or
authority to transfer. A new certificate shall thereupon be
issued to the person entitled thereto and the old
certificate shall be cancelled.
6. LOST CERTIFICATES
New certificates for shares or other securities of the
Corporation may be issued for and in the place of any such
instrument theretofore issued which is alleged to have been
lost, destroyed or wrongfully taken. The Directors may, in
their discretion, require the owner of such instrument, or
his legal representative, to give the Corporation a bond or
other security in an adequate amount as indemnity against
any claim that may be made against the Corporation. A new
instrument may be issued, however, without requiring any
bond or other security when, in the judgment of the
Directors, it is proper to do so.
7. CORPORATE SEAL
A corporate seal shall be provided and adopted by the Board
of Directors and shall contain the name of the Corporation
and such other wording as the Board may deem suitable or as
may be required by law.
8. FISCAL YEAR
Except as from time to time otherwise determined by the
Board of Directors, the fiscal year of the Corporation shall
begin on the first day of June and end on the last day of
May next succeeding.
9. ISSUANCE OF STOCK
Any unissued capital stock from time to time authorized
under the Articles of Organization may be issued by a vote
of the Board of Directors.
10. EXECUTION OF CONTRACTS
The Board of Directors may authorize any officer or
officers, agents or agents, to enter into any contract or
execute any instrument in the name of and on behalf of the
Corporation, and such authority may be general or confined
to specific instances; and unless so authorized by the Board
of Directors, no officer, agent or employee shall have any
power or authority to bind the Corporation by any contract
or engagement or to pledge its credit or to render it liable
for any purpose or in any amount.
11. REPRESENTATION OF SHARES OF OTHER CORPORATIONS
The Chairman of the Board, the President, any corporate Vice
President and the Treasurer of this Corporation, or any one
of them, are authorized to vote, represent and exercise on
behalf of this Corporation all rights incident to any and
all shares of any other corporation or corporations standing
in the name of this Corporation. The authority herein
granted to said officers to vote or represent on behalf of
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this Corporation any and all shares held by this Corporation
in any other corporation or corporations may be exercised by
such officers in person or by any person authorized so to do
by proxy or power or attorney duly executed by said
officers.
12. INSPECTION OF BYLAWS
The Corporation shall keep in its principal office for the
transaction of business the original or a copy of these
Bylaws as amended or otherwise altered to date, certified by
the Clerk, which shall be open to inspection by the
stockholders at all reasonable times during office hours.
13. CONSTRUCTION AND DEFINITIONS
Unless the context otherwise requires, the general
provisions, rules of construction and definitions contained
in the Massachusetts Business Corporation Law shall govern
the construction of these Bylaws. The Article and Section
captions used in these Bylaws are for reference only and are
not part of the Bylaws and shall not be used in construing
or interpreting these Bylaws.
14. EXEMPTION FROM MASSACHUSETTS CONTROL SHARE ACQUISITIONS LAW
The provisions of Chapter 110D of the Massachusetts General
Laws shall not apply to control share acquisitions of the
Company.
ARTICLE VII AMENDMENTS
1. POWER OF STOCKHOLDERS
New Bylaws may be adopted or these Bylaws may be amended or
repealed by the vote of stockholders entitled to exercise a
majority of the voting power of the Corporation, except as
otherwise provided by the Articles of Organization.
2. POWER OF DIRECTORS
Subject to the right of stockholders to adopt, amend or
repeal Bylaws, these Bylaws may be amended or repealed by
the Board of Directors, and new Bylaws may be adopted, at
any regular or special meeting thereof.
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