Exhibit 3.2
AMENDED AND RESTATED BY-LAWS
OF
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
ARTICLE 1
OFFICES
SECTION 1. Principal Office. The principal office of International
Thoroughbred Breeders, Inc. (Hereinafter called the Corporation) in the State of
Delaware shall be at No. 100 West Tenth Street, City of Wilmington, County of
New Castle. The name of the resident agent in charge thereof is The Corporation
Trust Company.
SECTION 2. Other Offices. The Corporation may also have an office or
offices at such other place or places either within or without the State of
Delaware as the Board of Directors (hereinafter called the Board) may from time
to time determine or the business of the Corporation requires.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. Annual Meetings. The annual meeting of the stockholders for the
election of directors and for the transaction of such other business as may
properly come before the meeting shall be held at such date, time and place as
may be designated in the notice thereof.
SECTION 2. Special Meetings. A special meeting of the stockholders for any
purpose or purposes, unless otherwise prescribed by statute, may be called by
the Board or the President to be held at such date, time and place as may be
designated in the notice thereof.
SECTION 3. Notice of Meetings. Every stockholder shall furnish the
secretary with an address at which notices of meetings and other corporate
notices may be served on or mailed to him. Except as otherwise expressly
required by law, notice of each meeting of the stockholders shall be given, at
least 15 days in the case of an annual meeting and at least 10 days in the case
of a special meeting before the day on which the meeting is to be held, to each
stockholder of record entitled to vote at such meeting by mailing such notice in
postage paid envelope addressed to him at his last postoffice address appearing
on the stock records of the Corporation. Every such notice shall state briefly
the purposes thereof. Except as otherwise expressly required by law, notice of
any adjourned meeting of the stockholders need not be given. Notice of any
meeting of stockholders shall not be required to be given to any stockholder who
shall attend such meeting in person or by proxy, or who
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shall, in person or by attorney thereunto authorized, waive such notice in
writing or by telegraph, cable or other form of recorded communication, either
before or after such meeting.
SECTION 4. List of Stockholders. It shall be the duty of the Secretary or
other officer of the Corporation who shall have charge of its stock ledger to
prepare and make, at least 10 days before every meeting of the stockholders, a
complete list of the stockholders entitled to vote thereat, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least 10 days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. Such list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.
SECTION 5. Quorum. At each meeting of the stockholders, except as otherwise
expressly required by law, stockholders holding one-third of the shares of stock
of the Corporation issued and outstanding, and entitled to be voted thereat,
shall be present in person or by proxy to constitute a quorum for the
transaction of business. In the absence of a quorum at any such meeting or any
adjournment of adjournments thereof, a majority in voting interest of those
present in person or by proxy and entitled to vote thereat, or in the absence
therefrom of all the stockholders, any officer entitled to preside at, or to act
as secretary of, such meeting may adjourn such meeting from time to time until
stockholders holding the amount of stock requisite for a quorum shall be present
or represented. At any such adjourned meeting at which a quorum may be present
any business may be transacted which might have been transacted at the meeting
as originally called.
SECTION 6. Organization. At each meeting of the stockholders, one of the
following shall act as chairman of the meeting and preside thereat, in the
following order of precedence:
(a) the Chairman of the Board;
(b) the President;
(c) any other officer of the Corporation designated by the board to
act as chairman of such meeting and to preside thereat if the
chairman or the President shall be absent from such meeting; or
(d) a stockholder of record of the Corporation who shall be chosen
chairman of such meeting by a majority in voting interest of the
stockholders present in person or by proxy and entitled to vote
thereat.
The Secretary, or, if he shall be presiding over the meeting in accordance with
the provisions of this
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Section, or, if he shall be absent from such meeting, the person (who shall be
an Assistant Secretary, if an Assistant Secretary shall be present thereat) whom
the chairman of such meeting shall appoint, shall act as secretary of such
meeting and keep the minutes thereof.
SECTION 7. Order of Business. The order of business at each meeting of the
stockholders shall be determined by the chairman of such meeting, but such order
of business may be changed by a majority in voting interest of those present in
person or by proxy at such meeting and entitled to vote thereat. In the
discretion of the chairman of the meeting, matters may be taken up which are not
stated in the notice of meeting sent to the stockholders.
SECTION 8. Voting. Each stockholder shall, at each meeting of the
stockholders, be entitled to one vote in person or by proxy for each share of
stock of the Corporation held by him and registered in his name on the books of
the Corporation.
(a) on the date fixed pursuant to the provisions of Section 5 of
Article VII of these By-Laws as the record date for the
determination of stockholder who shall be entitled to receive
notice of and to vote at such meeting, or
(b) if no record date shall have been so fixed, then at the close of
business on the day next preceding the day on which notice of the
meeting shall be given.
Shares of its own stock belonging to the Corporation or to another corporation,
if a majority of the shares entitled to vote in the election of directors of
such other corporation is held by the Corporation, shall not be entitled to
vote. Any vote on stock of the Corporation may be given at any meeting of the
stockholders by the stockholders entitled thereto in person or by proxy
appointed by an instrument in writing delivered to the Secretary or an Assistant
Secretary of the Corporation or the secretary of the meeting. The attendance at
any meeting of a stockholder who may theretofore have given a proxy shall not
have the effect of revoking the same unless he shall in writing so notify the
secretary of the meeting prior to the voting of the proxy. At all meetings of
the stockholders all matters, except as otherwise providing in these By-Laws or
by law, shall be decided by the vote of a majority in voting interest of the
stockholders present in person or by proxy and entitled to vote at any meeting
of the stockholders on any question need not be by ballot, unless so directed by
the chairman of the meeting. On a vote by ballot each ballot shall be signed by
the stockholder voting, or by his proxy, of there shall be such proxy, and shall
state the number of shares voted.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. General Powers. The business and affairs of the Corporation
shall be managed by the Board.
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SECTION 1. Number and Time of Holding Office. The number of directors shall
be fixed from time to time by vote of a majority of the whole Board. Each of the
directors of the Corporation shall hold office until the annual meeting next
after his election and until his successor shall be elected and shall qualify or
until his earlier death, resignation or removal in the manner hereinafter
provided.
SECTION 3. Election of Directors. At each meeting of the stockholders for
the election of directors at which a quorum is present, the persons receiving
the greatest number of votes, up to the number of directors to be elected, shall
be the directors.
SECTION 4. Organization and Order of Business. At each meeting of the
Board, one of the following shall act as chairman of the meeting and preside
thereat, in the following order of precedence:
(a) the Chairman of the Board;
(b) the President
(c) any director chosen by a majority of the directors present
thereat.
The Secretary or, in the case of his absence, any person (who shall be an
Assistant Secretary if any of them shall be present at such meeting) whom the
chairman shall appoint, shall act as a secretary of such meeting and keep the
minutes thereof.
SECTION 5. Resignations. Any director may resign at any time by giving
written notice of his resignation to the Chairman of the Board of the President
or the Secretary of 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, then it shall take effect when accepted by action of
the Board. Except as aforesaid, the acceptance of such resignation shall not be
necessary to make it effective.
SECTION 6. Removal of Directors. A director or directors of
the Corporation may be removed, either with or without cause, at any time by
vote of a majority of the Corporation's common stock then outstanding and in
accordance with Section 141 of the Delaware Corporation Law.
SECTION 7. Vacancies. In case of any vacancy in the Board or
in the case of any newly created directorship, a director to fill the vacancy or
the newly created directorship for the unexpired portion of the term being
filled may be elected by the affirmative vote of not less than 75% of the
directors then in office.
SECTION 8. Place of Meeting. The Board may hold its meetings at such place
or
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places within or without the State of Delaware as the Board may from time to
time by resolution determine or as shall be designated in the respective notices
or waivers of notice thereof.
SECTION 9. Meetings.
(A.) First Meeting. As soon as practicable after each annual election of
directors, the Board shall meet for the purpose of organization and the
transaction of other business at the time and place theretofore fixed by the
Board for the next regular meeting of the Board and no notice thereof need be
given; provided, however, that the Board may determine that such meeting may be
held at a different place and time but notice thereof shall be given in the
manner thereinafter provided for special meetings of the Board.
(B.) Regular Meeting. Regular meetings of the Board shall be held at such
times as the Board shall from time to time determine. Notices of regular meeting
need not be given.
(C.) Special Meetings. Special meetings of the Board shall be held whenever
called by the Chairman of the Board or by the President or by a majority of the
directors at the time in office. The Secretary shall give notice to each
director of each such special meeting, including the time and place and purposes
of such meeting. Notice of each such meeting shall be mailed to each director,
addressed to him at his residence or usual place of business, at least two days
before the day on which such meeting is to be held, and shall be sent to him by
telegraph, cable, whreless or other form of recorded communication or be
delivered personally or by telephone not later than the day before the day on
which such meeting is to be held.
Notice of any special meeting shall not be required to be given to any
director who shall attend such meeting in person or by proxy, or who shall waive
such notice in writing or by telegraph, cable or other form of recorded
communication, either before, during or after such meeting. Any and all business
may be transacted at a special meeting which may be transacted at a regular
meeting of the Board unless notice of the meeting specifically states that
action will be taken only upon the matters listed in the notice.
SECTION 10. Quorum and Manner of Acting. A majority of the then authorized
number of directors ahall be present in person at any meeting of the Board in
order to constitute a quorum for the transaction of business at such meeting,
and the vote of a majority of those directors present at any such meeting at
which a quorum is present shall be necessary for the passage of any resolution
or act of the Board. In the absence of a quorum for any such meeting, a majority
of the directors present thereat may adjourn such meeting from time to time
until a quorum shall be present thereat. Notice of any adjourned meeting need
not be given.
SECTION 11. Compensation. Each director, in consideration of his serving as
such, shall be entitled to receive from the Corporation such amount per annum or
such fees for attendance at meetings of the Board or of any committee, or both,
as the Board shall from time to time determine. The Board may likewise provide
that the Corporation shall reimburse each director or
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member of a committee for any expenses incurred by him on account of his
attendance at any such meeting. Nothing contained in this Section shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.
ARTICLE IV
OFFICERS
SECTION 1. Number. The officers of the Corporation shall be a Chairman of
the Board, a President, such number of Vice Presidents (including any Executive
and/or Senior Vice Presidents) as the Board may determine from time to time, a
Treasurer and a Secretary. Such officers shall annually be elected by the vote
of a majority of the whole Board at its first meeting after the annual meeting
of the stockholders and shall hold office until the first meeting of the Board
after the next annual meeting of the stockholders and until their successors are
elected.
The Board may appoint such other officers as it deems necessary who shall
have such authority and shall perform such duties as the Board may prescribe.
If additional officers are elected or appointed during the year, they shall
hold office until the next annual meeting of the Board at which officers are
regularly elected or appointed and until their successors are elected or
appointed.
A vacancy in any office may be filled for the unexpired portion of the term
in the same manner as provided for election or appointment to such office.
All officers and agents elected or appointed by the Board shall be subject
to removal at any time by the Board with or without cause.
Any officer may resign at any time by giving written notice to the Chairman
of the Board or to the President or the Secretary of the Corporation, and such
resignation shall take effect at the time specified therein or if the time when
it shall become effective shall not be specified therein, then it shall take
effect when accepted by action of the Board. Except as aforesaid, the acceptance
of such resignation shall not be necessary to make it effective.
SECTION 2. The Chairman of the Board. The Chairman shall preside as
chairman at all meetings of the Board and of the stockholders at which he is
present.
SECTION 3. The President. The President shall preside as chairman at all
meetings of the Board and of the stockholders at which he is present and the
Chairman of the Board is not present, and shall be the chief executive officer
of the Corporation and shall have general charge of the business and affairs of
the Corporation and shall have the direction of all officers, agents and
employees of the Board of Directors.
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SECTION 4. Vice Presidents. Each Vice President shall have such powers and
duties as shall be prescribed by the President or the Board.
SECTION 5. Treasurer. The Treasurer shall have charge and custody of and be
responsible for all funds and securities of the Corporation. He shall formulate
the investment and financial policies of the Corporation for submission to the
President or the Board and shall be the principal officer in charge of the
accounts of the Corporation, shall maintain adequate accounting records, and
shall be responsible for the preparation of financial statements and reports on
the operation of the business.
SECTION 6. Secretary. The Secretary shall keep the records of all meetings
of the stockholders and of the Board. He shall affix the seal of the Corporation
to all deeds, contracts, bonds or other instruments requiring the corporate seal
when the same shall have been signed on behalf of the Corporation by a duly
authorized officer. The Secretary shall be the custodian of all contracts,
deeds, documents and all other indicia of title to properties owned by the
Corporation and of its other corporate records (except accounting records).
ARTICLE V
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
SECTION 1. Execution of Documents. The Board shall designate the officers
and agents of the Corporation who shall have power to execute and deliver deeds,
contracts, mortgages, bonds, debentures, checks, drafts and other orders for the
payment of money and other documents for and in the name of the Corporation.
SECTION 2. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation or
otherwise as the Board of Directors of the President or any other officer of the
Corporation to whom power in that respect shall have been delegated by the Board
shall select.
SECTION 3. Proxies In Respect of Stock or Other Securities of Other
Corporation. Unless otherwise provided by resolution adopted by the Board, the
Chairman of the Board or the President of any Vice President may from time to
time appoint an attorney or attorneys or agent or agents of the Corporation to
exercise in the name and on behalf of the Corporation the powers and rights
which the Corporation may have as the holder of stock or other securities in any
other corporation to vote or consent in respect of such stock or other
securities; the Chairman of the Board of the President or Vice President may
instruct the person or persons so appointed as to the manner of exercising such
powers and rights; and the Chairman of the Board of the President or any Vice
President may execute or cause to be executed in the name and on behalf of the
corporation and under its corporate seal, or otherwise, all such written
proxies, powers of attorney or other instruments as he may deem necessary or
proper in order that the Corporation may exercise its said powers and rights.
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ARTICLE VI
BOOKS AND RECORDS
The books and records of the Corporation may be kept at such places within
or without the State of Delaware as the Board may from time to time determine.
ARTICLE VII
SHARES AND THEIR TRANSFER
SECTION 1. Certificates for Stock. Every owner of stock of the Corporation
shall be entitled to have a certificate certifying the number of shares owned by
him in the Corporation and designating the class of stock to which such shares
belong, which shall otherwise be in such form as the Board shall prescribe. Each
such certificate shall be signed by, or in the name of the Corporation by the
Chairman of the Board or the President or a Vice President and the Treasurer or
an Assistant Treasurer or the Secretary or an Assistant Secretary of the
Corporation. In case any officer or officers who shall have signed any such
certificate or certificates shall cease to be such officer or officers of the
Corporation, whether because of death, resignation or otherwise, before such
certificate or certificates shall have been delivered by the Corporation, such
certificate or certificates may nevertheless be adopted by the corporation and
be issued and delivered as though the person or persons who signed such
certificate had not ceased to be such officer or officers of the Corporation.
SECTION 2. Record. A record shall be kept of the name of the person, firm
or corporation owning the stock represented by each certificate for stock of the
corporation issued, the number of shares represented by each such certificate,
and the date thereof, and, in the case of cancellation, the date of
cancellation. The person in whose name shares of stock stand on the books of the
Corporation shall be deemed the owner therefor for all purposes as regards the
Corporation.
SECTION 3. Transfer of Stock. Transfers of shares of the stock of the
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by his attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary of the Corporation, and on the
surrender of the certificate or certificates for such shares properly endorsed.
SECTION 4. Lost, Stolen, Destroyed or Mutilated Certificates. The holder of
any stock of the Corporation shall immediately notify the Corporation of any
loss, theft or mutilation of the certificate therefor. The Corporation may issue
a new certificate for stock in the place of any certificate theretofore issued
by it and alleged to have been lost, stolen, destroyed or mutilated, and the
Board may, in its discretion, require the owner of the lost, stolen, mutilated
or destroyed certificate or his legal representatives to give the Corporation a
bond in such sum, limited or
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unlimited, in such form and with such surety or sureties as the Board shall in
its discretion determine, to indemnify the Corporation against any claim that
may be made against it on account of the alleged loss, theft, mutilation or
destruction of any such certificate or the issuance of any such new certificate.
SECTION 5. Fixing Date for Determination of Stockholders of Record. 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 to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any other change, the
conversion or exchange of stock or for the purposes of any other lawful action,
the Board may fix a record date, which shall not be more than 60 or less than 10
days before the date of such meeting, nor more than 60 days prior to any other
action.
ARTICLE VIII
SEAL
The Board shall provide a corporate seal, which shall be in the form of a
circle and shall bear the full name of the Corporation and the words and figures
"Corporate Seal 1980 Delaware."
ARTICLE IX
FISCAL YEAR
The fiscal year of the Corporation shall end on such date in each year as
shall be determined by the Board of Directors.
ARTICLE X
AMENDMENTS
The By-Laws of the Corporation shall be subject to alteration or repeal by
the affirmative vote of a majority of the whole Board given at any meeting of
the Board provided for in these Articles, subject to the right of the holders of
a majority of the outstanding stock of the Corporation entitled to vote in
respect thereof, given at an annual meeting or at any special meeting, to alter
or repeal any By-Law made by the Board.
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INTERNATIONAL THOROUGHBRED BREEDERS, INC.
Action by Unanimous Consent in Writing
of the Board of Directors
Dated: July 14, 1998
The undersigned, constituting the entire Board of Directors of
International Thoroughbred Breeders, Inc. ("ITB"), by unanimous consent in
writing, without the formality of convening a meeting, do hereby severally and
collectively consent to the following actions of ITB:
WHEREAS, ITB and the members of the Board of Directors, among other
parties, have executed a Stipulation and Agreement of Compromise,
Settlement and Release dated July 2, 1998 (the "Stipulation").
NOW THEREFORE, BE IT
RESOLVED, that pursuant to Article III, Section 2 of ITB's By-Laws,
effective upon the Mailing Date of the Stipulation as defined therein,
the number of directors of ITB shall be fixed at six.
FURTHER RESOLVED, that this Action by Unanimous Consent in Writing may
be executed in one or more counterparts, and when each director has
executed at least one counterpart, the foregoing resolutions shall be
deemed adopted and in full force and effect as of the date hereof.
S/S Michael C. Abraham S/S Anthony Coelho
S/S Nunzio P. DeSantis S/S Charles R. Dees, Jr.
S/S Frank A. Leo S/S Francis W. Murray
S/S Robert J. Quigley S/S Kenneth S. Scholl
S/S Joseph Zappala
Consisting of All of the Directors
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