BYLAWS
OF
COMTEX NEWS NETWORK, INC.
ARTICLE I - STOCKHOLDERS
Section 1. Annual Meeting.
A. An annual meeting of the stockholders, for the election
of Directors to succeed those whose terms expire and for the
transaction of such other business as may properly come before
the meeting, shall be held at such place, on such date, and at
such time as the Board of Directors shall each year fix, which
date shall be within thirteen (13) months subsequent to the later
of the date of incorporation or the last annual meeting of
stockholders.
B. Nominations of persons for election to the Board of
Directors and the proposal of business to be transacted by the
stockholders may be made at an annual meeting of stockholders (a)
pursuant to the Corporation's notice with respect to such
meeting, (b) by or at the direction of the Board of Directors or
(c) by any stockholder of record of the Corporation who was a
stockholder of record at the time of the giving of the notice
provided for in the following paragraph, who is entitled to vote
at the meeting and who has complied with the notice procedures
set forth in this section.
C. For nominations or other business to be properly
brought before an annual meeting by a stockholder pursuant to
clause (c) of the foregoing paragraph, (1) the stockholder must
have given timely notice thereof in writing to the Secretary of
the Corporation, (2) such business must be a proper matter for
stockholder action under the General Corporation Law of the State
of Delaware, (3) if the stockholder, or the beneficial owner on
whose behalf any such proposal or nomination is made, has
provided the Corporation with a Solicitation Notice, as that term
is defined in subclause (c)(iii) of this paragraph, such
stockholder or beneficial owner must, in the case of a proposal,
have delivered a proxy statement and form of proxy to holders of
at least the percentage of the Corporation's voting shares
required under applicable law to carry any such proposal, or, in
the case of a nomination or nominations, have delivered a proxy
statement and form of proxy to holders of a percentage of the
Corporation's voting shares reasonably believed by such
stockholder or beneficial holder to be sufficient to elect the
nominee or nominees proposed to be nominated by such stockholder,
and must, in either case, have included in such materials the
Solicitation Notice and (4) if no Solicitation Notice relating
thereto has been timely provided pursuant to this section, the
stockholder or beneficial owner proposing such business or
nomination must not have solicited a number of proxies sufficient
to have required the delivery of such a Solicitation Notice under
this section. To be timely, a stockholder's notice shall be
delivered to the Secretary at the principal executive offices of
the Corporation not less than 90 days prior to the date of the
Corporation's proxy materials for the preceding year's annual
meeting of stockholders ("Proxy Statement Date"); provided,
however, that if the date of the annual meeting is advanced more
than 30 days prior to or delayed by more than 30 days after the
anniversary of the preceding year's annual meeting, notice by the
stockholder to be timely must be so delivered not later than the
close of business on the 10th day following the day on which
public announcement of the date of such meeting is first made.
Such stockholder's notice shall set forth (a) as to each person
whom the stockholder proposes to nominate for election or
reelection as a director all information relating to such person
as would be required to be disclosed in solicitations of proxies
for the electionof such nominees as directors pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and such person's written consent
to serve as a director if elected; (b) as to any other business
that the stockholder proposes to bring before the meeting, a
brief description of such business, the reasons for conducting
such business at the meeting and any material interest in such
business of such stockholder and the beneficial owner, if any, on
whose behalf the proposal is made; (c) as to the stockholder
giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made (i) the name and
address of such stockholder, as they appear on the Corporation's
books, and of such beneficial owner, (ii) the class and number of
shares of the Corporation that are owned beneficially and of
record by such stockholder and such beneficial owner and (iii)
whether either such stockholder or beneficial owner intends to
deliver a proxy statement and form of proxy to holders if, in the
case of a proposal, at least the percentage of the Corporation's
voting shares required under applicable law to carry the proposal
or, in the case of a nomination or nominations, a sufficient
number of holders of the Corporation's voting shares to elect
such nominee or nominees (an affirmative statement of such
intent, a "Solicitation Notice").
D. Notwithstanding anything in the second sentence of the
third paragraph of this Section 1 to the contrary, in the event
that the number of directors to be elected to the Board of
Directors is increased and there is no public announcement naming
all of the nominees for director or specifying the size of the
increased Board of Directors made by the Corporation at least 85
days prior to the Proxy Statement Date, a stockholder's notice
required by this Bylaw shall also be considered timely, but only
with respect to nominees for any new positions created by such
increase, if it shall be delivered to the Secretary at the
principal executive offices of the Corporation not later than the
close of business on the 10th day following the day on which such
public announcement is first made by the Corporation.
E. Only persons nominated in accordance with the
procedures set forth in this Section 1 shall be eligible to serve
as directors and only such business shall be conducted at an
annual meeting of stockholders as shall have been brought before
the meeting in accordance with the procedures set forth in this
section. The chairman of the meeting shall have the power and
the duty to determine whether a nomination or any business
proposed to be brought before the meeting has been made in
accordance with the procedures set forth in these Bylaws and, if
any proposed nomination or business is not in compliance with
these Bylaws, to declare that such defectively proposed business
or nomination shall not be presented for stockholder action at
the meeting and shall be disregarded.
F. For purposes of these Bylaws, "public announcement"
shall mean disclosure in a press release reported by a national
or regional news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant
to Section 13, 14 or 15(d) of the Exchange Act.
G. Notwithstanding the foregoing provisions of this
Section 1, a stockholder shall also comply with all applicable
requirements of the Exchange Act and the rules and regulations
thereunder with respect to matters set forth in this Section 1.
Nothing in this Section 1 shall be deemed to affect any rights of
stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the
Exchange Act.
Section 2. Special Meetings.
A. Special meetings of the stockholders, other than those
required by statute, may be called at any time (i) by the Board
of Directors acting pursuant to a resolution adopted by a
majority of the Whole Board or (ii) by the Chairman of the Board.
For purposes of these Bylaws, the term "Whole Board" shall mean
the total number of authorized directors whether or not there
exist any vacancies in previously authorized directorships. The
Board of Directors may postpone or reschedule any previously
scheduled special meeting.
B. Only such business shall be conducted at a special
meeting of stockholders as shall have been brought before the
meeting pursuant to the Corporation's notice of meeting.
Nominations of persons for election to the Board of Directors may
be made at a special meeting of stockholders at which directors
are to be elected pursuant to the Corporation's notice of meeting
(a) by or at the direction of the Board of Directors or (b) by
any stockholder of record of the Corporation who is a stockholder
of record at the time of giving of notice provided for in this
paragraph, who shall be entitled to vote at the meeting and who
complies with the notice procedures set forth in Section 1 of
this Article I. Nominations by stockholders of persons for
election to the Board of Directors may be made at such a special
meeting of stockholders if the stockholder's notice required by
the third paragraph of Section 1 of this Article I shall be
delivered to the Secretary at the principal executive offices of
the Corporation not later than the close of business on the later
of the 90th day prior to such special meeting or the 10th day
following the day on which public announcement is first made of
the date of the special meeting and of the nominees proposed by
the Board of Directors to be elected as such meeting.
C. Notwithstanding the foregoing provisions of this
Section 2, a stockholder shall also comply with all applicable
requirements of the Exchange Act and the rules and regulations
thereunder with respect to matters set forth in this Section 2.
Nothing in this Section 2 shall be deemed to affect any rights of
stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the
Exchange Act.
Section 3. Notice of Meetings.
Written notice of the place, date, and time of all meetings
of the stockholders shall be given, not less than ten (10) nor
more than sixty (60) days before the date on which the meeting is
to be held, to each stockholder entitled to vote at such meeting,
except as otherwise provided herein or required by law (meaning,
here and hereinafter, as required from time to time by the
Delaware General Corporation Law or the Certificate of
Incorporation of the Corporation).
When a meeting is adjourned to another place, date or time,
written notice need not be given of the adjourned meeting if the
place, date and time thereof are announced at the meeting at
which the adjournment is taken; provided, however, that if the
date of any adjourned meeting is more than thirty (30) days after
the date for which the meeting was originally noticed, or if a
new record date is fixed for the adjourned meeting, written
notice of the place, date, and time of the adjourned meeting
shall be given in conformity herewith. At any adjourned meeting,
any business may be transacted which might have been transacted
at the original meeting.
Section 4. Quorum.
At any meeting of the stockholders, the holders of a
majority of all of the shares of the stock entitled to vote at
the meeting, present in person or by proxy, shall constitute a
quorum for all purposes, unless or except to the extent that the
presence of a larger number may be required by law. Where a
separate vote by a class or classes is required, a majority of
those represented in person or by proxy shall constitute a quorum
entitled to take action with respect to that vote on that matter.
If a quorum shall fail to attend any meeting, the chairman
of the meeting or the holders of a majority of the shares of
stock entitled to vote who are present, in person or by proxy,
may adjourn the meeting to another place, date, or time.
If a notice of any adjourned special meeting of stockholders
is sent to all stockholders entitled to vote thereat, stating
that it will be held with those present in person or by proxy
constituting a quorum, then except as otherwise required by law,
those present in person or by proxy at such adjourned meeting
shall constitute a quorum, and all matters shall be determined by
a majority of the votes cast at such meeting.
Section 5. Organization.
Such person as the Board of Directors may have designated
or, in the absence of such a person, the Chairman of the Board of
the Corporation or, in his or her absence, such person as may be
chosen by the holders of a majority of the shares entitled to
vote who are present, in person or by proxy, shall call to order
any meeting of the stockholders and act as chairman of the
meeting. In the absence of the Secretary of the Corporation, the
secretary of the meeting shall be such person as the chairman
appoints.
Section 6. Conduct of Business.
The chairman of any meeting of stockholders shall
determine the order of business and the procedures at the
meeting, including such regulation of the manner of voting and
the conduct of discussion as seem to him or her in order. The
date and time of the opening and closing of the polls for each
matter upon which the stockholders, will vote at the meeting
shall be announced at the meeting.
Section 7. Proxies and Voting.
At any meeting of the stockholders, every stockholder
entitled to vote may vote in person or by proxy authorized by an
instrument in writing filed in accordance with the procedure
established for the meeting. Any facsimile telecommunication or
other reliable reproduction of the writing or transmission
created pursuant to this paragraph, may be substituted or used in
lieu of the original writing or transmission for any and all
purposes for which the original writing or transmission could be
used, provided that such copy, facsimile telecommunication or
other reproduction shall be a complete reproduction of the entire
original writing or transmission.
All voting, including on the election of Directors but
excepting where otherwise required by law or by the governing
documents of the Corporation, may be made by a voice vote;
provided, however, that upon demand therefor by a stockholder
entitled to vote or his or her proxy, a stock vote shall be
taken. Every stock vote shall be taken by ballot, each of which
shall state the name of the stockholder or proxy voting and such
other information as may be required under the procedures
established for the meeting. The Corporation shall, in advance
of any meeting of stockholders, appoint one or more inspectors to
act at the meeting and make a written report thereof. The
Corporation may designate one or more persons as alternate
inspectors to replace any inspector who fails to act. If no
inspector or alternate is able to act at a meeting of
stockholders, the person presiding at the meeting shall appoint
one or more inspectors to act at the meeting. Each inspector,
before entering upon the discharge of his duties, shall take and
sign an oath faithfully to execute the duties of inspector with
strict impartiality and according to the best of his ability.
All election for directors shall be determined by a
plurality of the votes cast. All other matters shall be
determined by a majority of the votes cast affirmatively or
negatively except as otherwise required by the Certificate of
Incorporation or by law.
Section 8. Stock List.
A complete list of stockholders entitled to vote at any
meeting of stockholders, arranged in alphabetical order for each
class of stock and showing the address of each such stockholder
and the number of shares registered in his or her name, shall be
open to the examination of any such stockholder, for any purpose
germane to the meeting, during ordinary business hours for a
period of at least ten (10) days prior to the meeting in the
manner provided by law.
The stock list shall also be open to the examination of any
such stockholder during the whole time of the meeting as provided
by law. This list shall presumptively determine the identity of
the stockholders entitled to vote at the meeting and the number
of shares held by each of them.
Section 9. Consent of Stockholders in Lieu of Meeting.
Subject to the rights of the holders of any class of series
of preferred stock of the Corporation, any action required or
permitted to be taken by the stockholders of the Corporation must
be effected at an annual or special meeting of stockholders of
the Corporation and may not be effected by any consent in writing
by such stockholders.
ARTICLE II - BOARD OF DIRECTORS
Section 1. General Powers Number and Term of Office.
The business and affairs of the Corporation shall be under
the direction of its Board of Directors. The number of Directors
who shall constitute the Whole Board shall be such number as the
Board of Directors shall from time to time have designated,
except in the absence of such designation such number shall be
six. The Board of Directors shall annually elect a Chairman of
the Board from among its members who shall, when present, preside
at its meetings.
The Directors, other than those who may be elected by the
holders of any class or series of Preferred Stock, shall be
divided, with respect to the time for which they severally hold
office, into three classes, with the term of office of the first
class to expire at the first annual meeting of stockholders, the
term of office of the second class to expire at the annual
meeting of stockholders one year thereafter and the term of
office of the third class to expire at the annual meeting of
stockholders two years, thereafter, with each Director to hold
office until his or her successor shall have been duly elected
and qualified. At each annual meeting of stockholders, Directors
elected to succeed those Directors whose terms then expire shall
be elected for a term of office to expire at the third succeeding
annual meeting of stockholders after their election, with each
Director to hold office until his or her successor shall have
been duly elected and qualified.
Section 2. Vacancies and Newly Created Directorships.
Subject to the rights of the holders of any class or series
of Preferred Stock, and unless the Board of Directors otherwise
determines, newly created directorships resulting from any
increase in the authorized number of directors or any vacancies
in the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or other cause
may be filled only by a majority vote of the Directors then in
office (and not by stockholders), though less than a quorum, and
Directors so chosen shall hold office for a term expiring at the
annual meeting of stockholders at which the term of office of the
class to which they have been elected expires and until such
Director's successor shall have been duly elected and qualified.
No decrease in the number of authorized directors constituting
the Board shall shorten the term of any incumbent Director.
Section 3. Regular Meetings.
Regular meetings of the Board of Directors shall be held at
such place or places, on such date or dates, and at such time or
times as shall have been established by the Board of Directors
and publicized among all Directors. A notice of each regular
meeting shall not be required.
Section 4. Special Meetings.
Special meetings of the Board of Directors may be called by
one-third (1/3) of the Directors then in office (rounded up to
the nearest whole number), by the Chairman of the Board or the
Chief Executive Officer and shall be held at such place, on such
date, and at such time as they, or he or she, shall fix. Notice
of the place, date, and time of each such special meeting shall
be given each Director by whom it is not waived by mailing
written notice not less than five (5) days before the meeting or
by telegraphing or telexing or by facsimile transmission or
electronic transmission of the same not less than twenty-four
(24) hours before the meeting. Unless otherwise indicated in the
notice thereof, any and all business may be transacted at a
special meeting.
Section 5. Quorum.
At any meeting of the Board of Directors, a majority of the
Whole Board shall constitute a quorum for all purposes. If a
quorum shall fail to attend any meeting, a majority of those
present may adjourn the meeting to another place, date, or time,
without further notice or waiver thereof.
Section 6. Participation in Meetings By Conference Telephone.
Members of the Board of Directors, or of any committee
thereof, may participate in a meeting of such Board or committee
by means of conference telephone or similar communications
equipment by means of which all persons participating in the
meeting can hear each other and such participation shall
constitute presence in person at such meeting.
Section 7. Conduct of Business.
At any meeting of the Board of Directors, business shall be
transacted in such order and manner as the Board may from time to
time determine, and all matters shall be determined by the vote
of a majority of the Directors present, except as otherwise
provided herein or required by law. Action may be taken by the
Board of Directors without a meeting if all members thereof
consent thereto in writing or by electronic transmission, and the
writing or writings or electronic transmission or transmissions
are filed with the minutes of proceedings of the Board of
Directors. Such filing shall be in paper form if the minutes are
maintained in paper form and shall be in electronic from if the
minutes are maintained in electronic form.
Section 8. Powers.
The Board of Directors may, except as otherwise required by
law, exercise all such powers and do all such acts and things as
may be exercised or done by the Corporation, including, without
limiting the generality of the foregoing, the unqualified power:
(1) To declare dividends, from time to time in
accordance with law;
(2) To purchase or otherwise acquire any property,
rights or privileges on such terms as it shall determine;
(3) To authorize the creation, making and issuance, in
such form as it may determine, of written obligations of every
kind, negotiable or non-negotiable, secured or unsecured, and to
do all things necessary in connection therewith;
(4) To remove any Officer of the Corporation with or
without cause, and from time to time to devolve the powers and
duties of any Officer upon any other person for the time being;
(5) To confer upon any Officer of the Corporation the
power to appoint, remove and suspend subordinate Officers,
employees and agents;
(6) To adopt from time to time such stock, option,
stock purchase, bonus or other compensation plans for Directors,
Officers, employees and agents of the Corporation and its
subsidiaries as it may determine;
(7) To adopt from time to time such insurance,
retirement, and other benefit plans for Directors, Officers,
employees and agents of the Corporation and its subsidiaries as
it may determine; and,
(8) To adopt from time to time regulations, not
inconsistent with these Bylaws, for the management of the
Corporation's business and affairs.
Section 9. Compensation of Directors.
Directors, as such, may receive, pursuant to resolution of
the Board of Directors, fixed fees and other compensation for
their services as Directors, including, without limitation, their
services as members of committees of the Board of Directors.
ARTICLE III - COMMITTEES
Section 1. Committees of the Board of Directors.
The Board of Directors, by a vote of a majority of the Board
of Directors, may from time to time designate committees of the
Board, with such lawfully delegable powers and duties as it
thereby confers, to serve at the pleasure of the Board and shall,
for these committees and any others provided for herein, elect a
Director or Directors to serve as the member or members,
designating, if it desires, other Directors as alternate members
who may replace any absent or disqualified member at any meeting
of the committee. In the absence or disqualification of any
member of any committee and any alternate member in his or her
place, the member or members of the committee present at the
meeting and not disqualified from voting, whether or not he or
she or they constitute a quorum, may by unanimous vote appoint
another member of the Board of Directors to act at the meeting in
the place of the absent or disqualified member.
Section 2. Conduct of Business.
Each committee may determine the procedural rules for
meeting and conducting its business and shall act in accordance
therewith, except as otherwise provided herein or required by
law. Adequate provision shall be made for notice to members of
all meetings; one-third (1/3) of the members shall constitute a
quorum unless the committee shall consist of one (1) or two (2)
members, in which event one (1) member shall constitute a quorum;
and all matters shall be determined by a majority vote of the
members present. Action may be taken by any committee without a
meeting if all members thereof consent thereto in writing or by
electronic transmission, and the writing or writings or
electronic transmission or transmissions are filed with the
minutes of the proceedings of such committee. Such filing shall
be in paper form if the minutes are maintained in paper form and
shall be in electronic from if the minutes are maintained in
electronic form.
Section 3. Nominating Committee
The Board of Directors may appoint a Nominating Committee of
the Board, consisting of not less than three (3) members. The
Nominating Committee shall have authority (a) to review any
nominations for election to the Board of Directors made by a
stockholder of the Corporation pursuant to Section 6(c)(ii) of
Article I of these Bylaws in order to determine compliance with
such Bylaw and (b) to recommend to the Whole Board nominees for
election to the Board of Directors to replace those Directors
whose terms expire at the annual meeting of stockholders next
ensuing.
ARTICLE IV - OFFICERS
Section 1. Generally.
A. The Board of Directors as soon as may be practicable
after the annual meeting of stockholders shall choose a Chairman
of the Board, a Vice Chairman of the Board, a Chief Executive
Officer and President, a Secretary and a Treasurer and from time
to time may choose such other officers as it may deem proper.
The Chairman of the Board and the Vice Chairman of the Board
shall be chosen from among the Directors. Any number of offices
may be held by the same person.
B. The term of office of all Officers shall be until the
next annual election of Officers and until their respective
successors are chosen but any Officer may be removed from office
at any time by the affirmative vote of a majority of the
authorized number of Directors then constituting the Board of
Directors (without prejudice to contract rights under any
employment agreement that may have been entered into).
C. All Officers chosen by the Board of Directors shall
have such powers and duties as generally pertain to their
respective Offices, subject to the specific provisions of this
ARTICLE IV. Such officers shall also have such powers and duties
as from time to time may be conferred by the Board of Directors
or by any committee thereof.
Section 2. Chairman of the Board of Directors.
The Chairman of the Board shall, subject to the provisions
of these Bylaws and to the direction of the Board of Directors,
serve in general executive capacity and unless the Board has
designated another person, when present, shall preside at all
meetings of the stockholders of the Corporation. The Chairman of
the Board shall perform all duties and have all powers which are
commonly incident to the office of Chairman of the Board or which
are delegated to him or her by the Board of Directors. He or she
shall have power to sign all stock certificates, contracts and
other instruments of the Corporation which are authorized.
Section 3. Vice Chairman of the Board of Directors.
The Vice Chairman of the Board shall perform the duties of
the Chairman of the Board in his absence or during his inability
to act.
Section 4. Chief Executive Officer and President.
The Chief Executive Officer and President (who may, but is
not required to be the same individual) (the "Chief Executive
Officer") shall have general responsibility for the management
and control of the business and affairs of the Corporation and
shall perform all duties and have all powers which are commonly
incident to the offices of Chief Executive Officer and President
or which are delegated to him or her by the Board of Directors.
Subject to the direction of the Board of Directors, the Chief
Executive Officer shall have power to sign all stock
certificates, contracts and other instruments of the Corporation
which are authorized and shall have general supervision of all of
the other Officers (other than the Chairman of the Board),
employees and agents of the Corporation.
Section 5. Secretary.
The Secretary shall issue notices of meetings, shall keep
their minutes, shall have charge of the seal and the corporate
books, shall perform such other duties and exercise such other
powers as are usually incident to such office and/or such other
duties and powers as are properly assigned thereto by the Board
of Directors, the Chairman of the Board or the Chief Executive
Officer. Subject to the direction of the Board of Directors, the
Secretary shall have the power to sign all stock certificates.
Section 6. Treasurer.
The Treasurer shall be the Comptroller of the Corporation
and shall have the responsibility for maintaining the financial
records of the Corporation. The Treasurer may be designated the
Chief Financial Officer. He or she shall make such disbursements
of the funds of the Corporation as are authorized and shall
render from time to time an account of all such transactions and
of the financial condition of the Corporation. The Treasurer
shall also perform such other duties as the Board of Directors
may from time to time prescribe. Subject to the direction of the
Board of Directors, the Treasurer shall have the power to sign
all stock certificates.
Section 7. Assistant Secretaries and Other Officers.
The Board of Directors may appoint one or more Assistant
Secretaries and such other Officers who shall have such powers
and shall perform such duties as are provided in these Bylaws or
as may be assigned to them by the Board of Directors, the
Chairman of the Board or the Chief Executive Officer.
Section 8. Action with Respect to Securities of Other
Corporations.
Unless otherwise directed by the Board of Directors, the
Chief Executive Officer or any Officer of the Corporation
authorized by the Chief Executive Officer shall have power to
vote and otherwise act on behalf of the Corporation, in person or
by proxy, at any meeting of stockholders of or with respect to,
any action of stockholders of any other corporation in which this
Corporation may hold securities and otherwise to exercise any and
all rights and powers which this Corporation may possess by
reason of its ownership of securities in such other corporation.
ARTICLE V - STOCK
Section 1. Certificates of Stock.
Each stockholder shall be entitled to a certificate signed
by, or in the name of the Corporation by, the Chairman of the
Board or the Chief Executive Officer, and by the Secretary or an
Assistant Secretary, or any Treasurer or Assistant Treasurer,
certifying the number of shares owned by him or her. Any or all
of the signatures on the certificate may be by facsimile.
Section 2. Transfers of Stock.
Transfers of stock shall be made only upon the transfer
books of the Corporation kept at an office of the Corporation or
by transfer agents designated to transfer shares of the stock of
the Corporation. Except where a certificate is issued in
accordance with Section 4 of Article V of these Bylaws, an
outstanding certificate for the number of shares involved shall
be surrendered for cancellation before a new certificate is
issued therefor.
Section 3. Record Date.
In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders,
or to receive payment of any dividend or other distribution or
allotment of any rights or to exercise any rights in respect of
any change, conversion or exchange of stock or for the purpose of
any other lawful action, the Board of Directors may fix a record
date, which record date shall not precede the date on which the
resolution fixing the record date is adopted and which record
date shall not be more than sixty (60) nor less than ten (10)
days before the date of any meeting of stockholders, nor more
than sixty (60) days prior to the time for such other action as
hereinbefore described; provided, however, that if no record date
is fixed by the Board of Directors, the record date for
determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given or, if notice
is waived, at the close of business on the next day preceding the
day on which the meeting is held, and, for determining
stockholders entitled to receive payment of any dividend or other
distribution or allotment or rights or to exercise any rights of
change, conversion or exchange of stock or for any other purpose,
the record date shall be at the close of business on the day on
which the Board of Directors adopts a resolution relating
thereto.
A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.
Section 4. Lost, Stolen or Destroyed Certificates.
In the event of the loss, theft or destruction of any
certificate of stock, another may be issued in its place pursuant
to such regulations as the Board of Directors may establish
concerning proof of such loss, theft or destruction and
concerning the giving of a satisfactory bond or bonds of
indemnity.
Section 5. Regulations.
The issue, transfer, conversion and registration of
certificates of stock shall be governed by such other regulations
as the Board of Directors may establish.
ARTICLE VI - NOTICES
Section 1. Notices.
If mailed, notice to stockholders shall be deemed given when
deposited in the mail, postage prepaid, directed to the
stockholder at such stockholder's address as it appears on the
records of the Corporation. Without limiting the manner by which
notice otherwise may be given effectively to stockholders, any
notice to stockholders may be given by electronic transmission in
the manner provided in Section 232 of the Delaware General
Corporation Law.
Section 2. Waivers.
A written waiver of any notice, signed by a stockholder,
Director, Officer, employee or agent, or waiver by electronic
transmission by such person, whether before or after the time of
the event for which notice is to be given, shall be deemed
equivalent to the notice required to be given to such
stockholder, Director, Officer, employee or agent. Neither the
business nor the purpose of any meeting need be specified in such
a waiver.
ARTICLE VII - MISCELLANEOUS
Section 1. Facsimile Signatures.
In addition to the provisions for use of facsimile
signatures elsewhere specifically authorized in these Bylaws,
facsimile signatures of any officer or officers of the
Corporation may be used whenever and as authorized by the Board
of Directors or a committee thereof.
Section 2. Corporate Seal.
The Board of Directors may provide a suitable seal,
containing the name of the Corporation, which seal shall be in
the charge of the Secretary. If and when so directed by the
Board of Directors or a committee thereof, duplicates of the seal
may be kept and used by the Treasurer or by an Assistant
Secretary or an assistant to the Treasurer.
Section 3. Reliance Upon Books, Reports and Records.
Each Director, each member of any committee designated by
the Board of Directors, and each Officer of the Corporation
shall, in the performance of his or her duties, be fully
protected in relying in good faith upon the books of account or
other records of the Corporation and upon such information,
opinions, reports or statements presented to the Corporation by
any of its Officers or employees, or committees of the Board of
Directors so designated, or by any other person as to matters
which such Director or committee member reasonably believes are
within such other person's professional or expert competence and
who has been selected with reasonable care by or on behalf of the
Corporation.
Section 4. Fiscal Year.
The fiscal year of the Corporation shall end on June 30 of
every year.
Section 5. Time Periods.
In applying any provision of these Bylaws which requires
that an act be done or not be done a specified number of days
prior to an event or that an act be done during a period of a
specified number of days prior to an event, calendar days shall
be used, the day of the doing of the act shall be excluded, and
the day of the event shall be included.
ARTICLE VIII - AMENDMENTS
The Board of Directors may amend, alter or repeal these
Bylaws at any meeting of the Board. The stockholders shall also
have power to amend, alter or repeal these Bylaws at any meeting
of stockholders, provided notice of the proposed change was given
in the notice of the meeting; provided, however, that,
notwithstanding any other provisions of the Bylaws or any
provision of law which might otherwise permit a lesser vote or no
vote, but in addition to any affirmative vote of the holders of
any particular class or series of the voting stock required by
law, the Certificate of Incorporation, any Preferred Stock
Designation or these Bylaws, the affirmative votes of the holders
of at least 80% of the voting power of all the then-outstanding
shares of the capital stock of the Corporation entitled to vote
generally in the election of Directors, voting together as a
single class, shall be required to alter, amend or repeal any
provisions of these Bylaws.