EXHIBIT 3.B
Page 1 - Bylaws of Mentor Graphics Corporation
BYLAWS
OF
MENTOR GRAPHICS CORPORATION
ARTICLE I
SHAREHOLDERS
1.1 Annual Meeting. The annual meeting of the shareholders
shall be held on the third Wednesday in the month of May in each
year at the hour of 3:00 p.m., for the purpose of electing
directors and transacting such other business as may come before
the meeting. If the day fixed for the annual meeting is a legal
holiday, the meeting shall be held on the next succeeding Friday.
1.2 Failure to Hold Annual Meeting. If the annual meeting is
not held at the designated time, the President or the Board of
Directors may call the annual meeting meeting at a time fixed by
the calling party not more than 60 days after the designated time
by proper notice designating the meeting as the annual meeting.
If the annual meeting is not held at the designated time or during
the 60-day period thereafter, the annual meeting may be called by
the holders of not less than one-tenth of all the shares entitled
to vote at the meeting. In such event, notice shall be given not
more than 15 days after the expiration of such 60-day period. The
notice shall fix the time of the meeting at the earliest date
permissible under the applicable notice requirements.
1.3 Special Meetings. Special meetings of the shareholders
may be called by the President or by the Board of Directors, and
shall be called by the President at the request of the holders of
not less than one-tenth of all the outstanding shares of the
corporation entitled to vote at the meeting.
1.4 Place of Meetings. Meetings of the shareholders shall be
held at the principal business office of the corporation or at
such other place as may be determined by the Board of Directors.
1.5 Notice of Meetings. Written or printed notice stating the
place, day and hour of the meeting and, in case of a special
meeting, the purpose or purposes for which the meeting is called,
shall be mailed to each shareholder entitled to vote at the
meeting at the shareholder's address as it appears on the stock
transfer records of the corporation, with postage thereon prepaid,
not less than 10 nor more than 60 days before the date of the
meeting, by or at the direction of the President, the Secretary or
the officer or persons calling the meeting.
1.6 Waiver of Notice. Whenever any notice is required to be
given to any shareholder of the corporation, a waiver thereof in
writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.
1.7 Record Date.
(a) The Board of Directors may fix a record
date for the purpose of determining shareholders entitled to
notice of a shareholders' meeting, to demand a special meeting, to
vote or to take any other action, which date shall not be more
than 70 days before the meeting or action requiring a
determination of shareholders.
(b) If no record date is fixed for the
determination of shareholders entitled to notice of and to vote at
a shareholders' meeting, the record date shall be the close of
business on the day before the first notice is delivered to
shareholders.
(c) A determination of shareholders
entitled to notice of or to vote at a shareholders' meeting is
effective for any adjournment of the meeting unless the Board of
Directors fixes a new record date, which it must do if the meeting
is adjourned to a date more than 120 days after the date fixed for
the original meeting.
1.8 Voting Records. The officer or agent having charge of
the stock transfer books for shares of the corporation shall make,
at least 10 days before each meeting of shareholders, a complete
record of the shareholders entitled to vote at such meeting, or
any adjournment thereof, arranged in alphabetical order, with the
address of and the number of shares held by each, which record,
for a period of 10 days prior to such meeting, shall be kept on
file at the registered office of the corporation and shall be
subject to inspection by any shareholder at any time during usual
business hours. Such record shall also be produced and kept open
at the time and place of the meeting and shall be subject to the
inspection of any shareholder during the whole time of the
meeting. The original stock transfer book shall be prima facie
evidence as to who are the shareholders entitled to examine such
record or transfer books or to vote at any meeting of
shareholders. Failure to comply with the requirements of this
section shall not affect the validity of any action taken at such
meeting.
1.9 Quorum. A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of shareholders. If a
quorum is present at a meeting, a majority may adjourn the meeting
from time to time to a different time and place without further
notice. At such adjourned meeting at which a quorum is present,
any business may be transacted which might have been transacted at
the meeting as originally held. The shareholders present at a
duly organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough shareholders
to leave less than a quorum.
1.10 Manner of Acting. Unless otherwise required by law or
the articles of incorporation, any question submitted to the
shareholders shall be approved if the number of shares voted in
favor of such question exceeds the number of shares voted in
opposition. Any action which is required or permitted to be taken
by the shareholders at a meeting may be taken without a meeting if
a consent in writing setting forth the action so taken is signed
by all of the shareholders entitled to vote on the matter. The
action shall be effective on the date when the last signature is
placed on the consent or at such earlier time as is set forth
therein. Such consent, which shall have the same effect as a
unanimous vote of the shareholders, shall be filed with the
minutes of the corporation.
1.11 Proxies. At all meetings of shareholders, a
shareholder may vote by proxy executed in writing by the
shareholder or by a duly authorized attorney in fact. The proxy
shall be filed with the Secretary of the corporation before or at
the time of the meeting. No proxy shall be valid after 11 months
from the date of its execution, unless otherwise provided in the
proxy.
1.12 Voting of Shares by Certain Holders.
(a) Shares standing in the name of another
corporation may be voted by such officer, agent or proxy as the
bylaws of such corporation may prescribe, or, in the absence of
such provision, as the board of directors of such corporation may
determine.
(b) Shares held be an administrator, executor,
guardian or conservator may be voted by the holder, either in
person or by proxy, without a transfer of such shares into the
holder's name. Shares standing in the name of a trustee may be
voted by that trustee, either in person or by proxy, but no
trustee shall be entitled to vote shares without a transfer of
such shares into the trustee's name.
(c) Shares standing in the name of a receiver may
be voted by such receiver, and shares held by or under the control
of a receiver may be voted by such receiver without the transfer
thereof into the receiver's name if authority to do so is
contained in an appropriate order of the court by which such
receiver was appointed.
(d) A shareholder whose shares are pledged shall be
entitled to vote such shares until the shares have been
transferred into the name of the pledgee, and thereafter the
pledgee shall be entitled to vote the shares so transferred.
(e) Neither treasury shares, nor shares of its own
stock held by the corporation in a fiduciary capacity, nor shares
held by another corporation if a majority of the shares entitled
to vote for the election of directors of such other corporation is
held by the corporation, shall be voted at any meeting or counted
in determining the total number of outstanding shares at any given
time.
1.13 Acquisition of Control Shares. As provided in Section
10, Chapter 820, Oregon Laws 1987 and to the fullest extent
permitted by that section, the corporation shall be authorized to
require a holder of control shares to sell the control shares to
the corporation for fair value. The term "control shares" shall
have the same meaning as that term has in Chapter 820, Oregon Laws
1987. The procedures for acquisition of control shares pursuant
to this section shall be that the Board of Directors shall
determine the fair value of the control shares and shall give
notice to the holder of the control shares of the fair value and
the time at which payment for the control shares will be
available. The corporation will then make payment for the control
shares against delivery of the shares.
ARTICLE II
BOARD OF DIRECTORS
2.1 General Powers. The business and affairs of the
corporation shall be managed by its Board of Directors.
2.2 Number, Tenure and Qualification. The number of
directors of the corporation shall be seven. The directors shall
hold office until the next annual meeting of shareholders and
until their successors shall have been elected and qualified.
Directors need not be residents of the State of Oregon or
shareholders of the corporation. The number of directors may be
increased or decreased from time to time by amendment to the
bylaws, but no decrease shall have the effect of shortening the
term of any incumbent director.
2.3 Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this bylaw
immediately after, and at the same place as, the annual meeting of
shareholders. The Board of Directors may provide, by resolution,
the time and place, either within or without the State of Oregon,
for the holding of additional regular meetings without other
notice than the resolution.
2.4 Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the President or
by one-third of the directors. The person or persons authorized
to call special meetings of the Board of Directors may fix any
place, either within or without the State of Oregon, as the place
for holding any special meeting of the Board of Directors called
by them.
2.5 Notice. Written notice of any special meeting of the
Board of Directors shall be given at least 10 days prior to the
meeting by personal delivery, by mail or by telegram. If mailed,
notice shall be deemed to be given when deposited in the United
States mails addressed to the director at the director's business
address, with postage thereon prepaid. If by telegram, notice
shall be deemed to be given when the telegram is delivered to the
telegraph company. The attendance of a director at a meeting
shall constitute a waiver of notice of such meeting, except where
a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting
of the Board of Directors need be specified in the notice or
waiver of notice of such meeting.
2.6 Waiver of Notice. Whenever any notice is required to
be given to any director of the corporation, a waiver thereof in
writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.
2.7 Quorum. A majority of the number of directors fixed
by Section 2.2 of this Article II shall constitute a quorum for
the transaction of business at any meeting of the Board of
Directors.
2.8 Manner of Acting.
(a) The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act
of the Board of Directors, unless a different number is provided
by law, the articles of incorporation or these bylaws.
(b) Members of the Board of Directors may hold a
board meeting by conference telephone or similar communications
equipment by means of which all persons participating in the
meeting can hear each other. Participation in such a meeting
shall constitute presence in person at the meeting.
(c) Any action which is required or permitted to be
taken by the directors at a meeting may be taken without a meeting
if a consent in writing setting forth the action so taken is
signed by all of the directors entitled to vote on the matter.
The action shall be effective on the date when the last signature
is placed on the consent or at such earlier time as is set forth
therein. Such consent, which shall have the same effect as a
unanimous vote of the directors, shall be filed with the minutes
of the corporation.
2.9 Vacancies. Except as hereinafter provided, any
vacancy occurring in the Board of Directors may be filled by the
affirmative vote of a majority of the remaining directors though
less than a quorum of the Board of Directors, or by a sole
remaining director. Any directorship to be filled by reason of
any increase in the number of directors of the corporation fixed
by the bylaws may be filled by the affirmative vote of a majority
of the number of directors fixed by the bylaws prior to such
increase; provided that not more than two such directorships may
be filled by the directors during any one period between annual
meetings of the shareholders of the corporation. Any such
directorship not so filled by the directors shall be filled by
election at the next annual meeting of shareholders or at a
special meeting of shareholders called for that purpose. A
director elected to fill a vacancy shall be elected to serve until
the next annual meeting of shareholders and until a successor
shall be elected and qualified.
2.10 Compensation. By resolution of the Board of
Directors, the directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors, and may be
paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated salary as director. No such payment shall
preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.
2.11 Presumption of Assent. A director of the corporation
who is present at a meeting of the Board of Directors at which
action on any corporate matter is taken shall be presumed to have
assented to the action taken unless the director's dissent to the
action is entered in the minutes of the meeting or unless a
written dissent to the action is filed with the person acting as
the secretary of the meeting before the adjournment thereof or
forwarded by certified or registered mail to the Secretary of the
corporation immediately after the adjournment of the meeting. The
right to dissent shall not apply to a director who voted in favor
of the action.
2.12 Transactions with Directors.
(a) Any contract or other transaction or
determination between the corporation and one or more of its
directors, or between the corporation and another party in which
one or more of its directors are interested, shall be valid
notwithstanding the relationship or interest or the presence or
participation of such director or directors in a meeting of the
Board of Directors or a committee thereof which acts upon or in
reference to such contract, transaction, or determination, if:
the fact of such relationship or interest is disclosed or known to
the Board of Directors or committee and it authorizes, approves or
ratifies the contract, transaction or determination by a vote or
consent sufficient for the purpose without counting the votes or
consents of such interested directors; or the fact of such
relationship or interest is disclosed or known to the shareholders
entitled to vote and they authorize, approve or ratify such
contract, transaction or determination by vote or written consent;
or the contract, transaction or determination is fair and
reasonable to the corporation.
(b) Common or interested directors may be counted
in determining the presence of a quorum at a meeting of the Board
of Directors or committee which authorizes or ratifies such
contract, transaction or determination. The interested directors
shall not be disqualified from voting as shareholders for
ratification or approval of such contract, transaction or
determination.
(c) None of the provisions of this section shall
invalidate any contract, transaction or determination which would
otherwise be valid under applicable law.
2.13 Removal. All or any number of the directors may be
removed, with or without cause, at a meeting called expressly for
that purpose, by a vote of the holders of a majority of the shares
then entitled to vote at an election of directors.
ARTICLE III
EXECUTIVE COMMITTEE
3.1 Designation. The Board of Directors may designate two
or more directors to constitute an executive committee. The
designation of an executive committee, and the delegation of
authority to it, shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility imposed by
law. No member of the executive committee shall continue to be a
member thereof after ceasing to be a director of the corporation.
The Board of Directors shall have the power at any time to
increase or decrease the number of members of the executive
committee, to fill vacancies thereon, to change any member thereof
and to change the functions or terminate the existence thereof.
3.2 Powers. During the interval between meetings of the
Board of Directors, and subject to such limitations as may be
imposed by resolution of the Board of Directors, the executive
committee may have and may exercise all the authority of the Board
of Directors in the management of the corporation, provided that
the executive committee shall not have the authority of the Board
of Directors in reference to amending the articles of
incorporation; adopting a plan of merger or consolidation;
recommending to the shareholders the sale, lease, exchange,
mortgage, pledge or other disposition of all or substantially all
the property and assets of the corporation otherwise than in the
usual regular course of its business; recommending to the
shareholders a voluntary dissolution of the corporation or a
revocation thereof; or amending the bylaws of the corporation.
3.3 Procedures; Meetings; Quorum.
(a) The Board of Directors shall appoint a chairman
from among the members of the executive committee and shall
appoint a secretary who may, but need not, be a member of the
executive committee. The chairman shall preside at all meetings
of the executive committee and the secretary of the executive
committee shall keep a record of its acts and proceedings.
(b) Regular meetings of the executive committee, of
which no notice shall be necessary, shall be held on such days and
at such places as shall be fixed by resolution adopted by the
executive committee. Special meetings of the executive committee
shall be called at the request of the President or of any member
of the executive committee, and shall be held upon such notice as
is required by these bylaws for special meetings of the Board of
Directors, provided that notice by word of mouth or telephone
shall be sufficient if received in the city where the meeting is
to be held not later than the day immediately preceding the day of
the meeting.
(c) Attendance of any member of the executive
committee at a meeting shall constitute a waiver of notice of the
meeting. A majority of the executive committee, from time to
time, shall be necessary to constitute a quorum for the
transaction of any business, and the act of a majority of the
members present at a meeting at which a quorum is present shall be
the act of the executive committee. Members of the executive
committee may hold a meeting of such 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 participation in such a meeting shall constitute
presence in person at the meeting.
(d) Any action which may be taken at a meeting of
the executive committee may be taken without a meeting if a
consent in writing setting forth the actions so taken shall be
signed by all members of the executive committee entitled to vote
with respect to the subject matter thereof. The action shall be
effective on the date when the last signature is placed on the
consent or at such earlier time as is set forth therein. The
consent shall have the same effect as a unanimous vote of the
executive committee.
(e) The Board of Directors may vote to pay the
members of the executive committee a reasonable fee as
compensation for attendance at meetings of the executive
committee.
ARTICLE IV
OFFICERS
4.1 Number. The officers of the corporation shall be a
Chairman of the Board, President and Chief Executive Officer, one
or more Executive Vice Presidents, one or more Vice Presidents, a
Secretary, and a Treasurer. Such other officers and assistant
officers as may be deemed necessary may be appointed by the Board
of Directors and shall have such powers and duties as may be
prescribed by the Board of Directors. Any two or more offices may
be held by the same person.
4.2 Election and Term of Office. The officers of the
corporation shall be appointed annually by the Board of Directors
at the first meeting of the Board of Directors held after the
annual meeting of the shareholders. If the appointment of
officers shall not be held at the meeting, it shall be held as
soon thereafter as is convenient. Each officer shall hold office
until a successor shall have been duly appointed and shall have
qualified or until the officer's death, resignation or removal in
the manner hereinafter provided.
4.3 Removal. Any officer or agent appointed by the Board
of Directors may be removed by the Board of Directors whenever in
its judgment the best interests of the corporation would be served
thereby, but removal shall be without prejudice to the contract
rights, if any, of the person so removed. Appointment of an
officer or agent shall not of itself create contract rights.
4.4 Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled
by the Board of Directors for the unexpired portion of the term.
4.5 Chairman of the Board. The Chairman of the Board of
Directors shall preside at all meetings of the Board of Directors
and shall perform such other duties as may be prescribed from time
to time by the Board of Directors. In the absence of the Chairman
of the Board or in the event of the death, inability or refusal to
act of the Chairman of the Board, the Board shall appoint an
acting chair from the remaining directors; the acting chair shall
preside at all meetings of the Board of Directors until the return
of the Chairman of the Board or until a new Chairman of the Board
is selected.
4.6 President and Chief Executive Officer. The President
and Chief Executive Officer (herein referred to as the
"President") shall be the chief executive officer of the
corporation and shall be in general charge of its business and
affairs, subject to the control of the Board of Directors. The
President shall preside at all meetings of the shareholders. The
President may execute on behalf of the corporation all contracts,
agreements, stock certificates and other instruments, including
all contracts, agreements and instruments calling for the
signature of the president of the corporation. The President
shall from time to time report to the Board of Directors all
matters within the President's knowledge affecting the corporation
which should be brought to the attention of the Board. The
President may vote all shares of stock in other corporations owned
by the corporation and shall be empowered to execute proxies,
waivers of notice, consents and other instruments in the name of
the corporation with respect to such stock. The President shall
perform such other duties as may be required by the Board of
Directors.
4.7 Executive Vice President. In the absence of the
President, or in the event of the President's death, inability or
refusal to act, the Executive Vice President (or, if there is more
than one Executive Vice President, the Executive Vice Presidents,
in the order designated by the Board of Directors) shall perform
the duties of the President, and when so acting, shall have all of
the powers of and be subject to all restrictions upon the
President. The Executive Vice Presidents may vote all shares of
stock in other corporations owned by the corporation and shall be
empowered to execute proxies, waivers of notice, consents and
other instruments in the name of the corporation with respect to
such stock. The Executive Vice Presidents shall perform such
other duties as may be assigned from time to time by the President
or by the Board of Directors.
4.8 Vice Presidents. In the absence of the Executive Vice
President or in the event of the death, inability or refusal to
act of the Executive Vice President, the Vice President (or in the
event there be more than one Vice President, the Vice Presidents
in the order designated at the time of their appointment, or in
the absence of any designation, then in the order of their
appointment) shall perform the duties of the Executive Vice
President, and when so acting shall have all of the powers of, and
be subject to all the restrictions upon, the Executive Vice
President. Any Vice President shall perform such other duties as
may be assigned from time to time by the President or the Board of
Directors.
4.9 Secretary. The Secretary shall keep the minutes of
all meetings of the directors and shareholders, and shall have
custody of the minute books and other records pertaining to the
corporate business. The Secretary may vote all shares of stock in
other corporations owned by the corporation and shall be empowered
to execute proxies, waivers of notice, consents and other
instruments in the name of the corporation with respect to such
stock. The Secretary shall countersign all stock certificates and
other instruments requiring the seal of the corporation and shall
perform such other duties as may be required by the Board of
Directors.
4.10 Treasurer. The Treasurer shall be the chief
financial and accounting officer of the corporation. The
Treasurer shall keep correct and complete records of accounts
showing the financial condition of the corporation. The Treasurer
shall be legal custodian of all moneys, notes, securities and
other valuables that may come into the possession of the
corporation. The Treasurer shall deposit all funds of the
corporation which come into the Treasurer's hands in depositories
which the Board of Directors may designate. The Treasurer shall
pay the funds out only on the check of the corporation signed in
the manner authorized by the Board of Directors. The Treasurer
shall perform such other duties as the Board of Directors may
require.
4.11 Salaries. The salaries of officers shall be fixed
from time to time by the Board of Directors and no officer shall
be prevented from receiving such salary because the officer is
also a director of the corporation.
ARTICLE V
INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES
AND OTHER AGENTS
5.1 Directors and Officers. The corporation shall
indemnify its directors and officers to the fullest extent
permitted by the Oregon Business Corporation Act (Act), as the
same exists or may hereafter be amended (but, in the case of
alleged occurrences of actions or omissions preceding any such
amendment, only to the extent that such amendment permits the
corporation to provide broader indemnification rights than the Act
permitted the corporation to provide prior to such amendment).
5.2 Employees and Other Agents. The corporation shall
have power to indemnify its employees and other agents as set
forth in the Act.
5.3 No Presumption of Bad Faith. The termination of any
proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent shall not, of itself,
create a presumption that the person did not act in good faith and
in a manner which the person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with
respect to any criminal proceeding, that the person had reasonable
cause to believe that the conduct was unlawful.
5.4 Advances of Expenses. The expenses incurred by a
director or officer in any proceeding shall be paid by the
corporation in advance at the written request of the director or
officer, if the director or officer:
(a) furnishes the corporation a written affirmation
of such person's good faith belief that such person is entitled to
be indemnified by the corporation; and
(b) furnishes the corporation a written undertaking
to repay such advance to the extent that it is ultimately
determined by a court that such person is not entitled to be
indemnified by the corporation. Such advances shall be made
without regard to the person's ability to repay such expenses and
without regard to the person's ultimate entitlement to
indemnification under this bylaw or otherwise.
5.5 Enforcement. Without the necessity of entering into
an express contract, all rights to indemnification and advances
under this bylaw shall be deemed to be contractual rights and be
effective to the same extent and as if provided for in a contract
between the corporation and the director or officer who serves in
such capacity at any time while this bylaw and relevant provisions
of the Act and other applicable law, if any, are in effect. Any
right to indemnification or advances granted by this bylaw to a
director or officer shall be enforceable by or on behalf of the
person holding such right in any court of competent jurisdiction
if (a) the claim for indemnification or advances is denied, in
whole or in part, or (b) no disposition of such claim is made
within ninety (90) days of request therefor. The claimant in such
enforcement action, if successful in whole or in part, shall be
entitled to be paid also the expense of prosecuting a claim. It
shall be a defense to any such action (other than an action
brought to enforce a claim for expenses incurred in connection
with any proceeding in advance of its final disposition when the
required affirmation and undertaking have been tendered to the
corporation) that the claimant has not met the standards of
conduct which make it permissible under the Act for the
corporation to indemnify the claimant for the amount claimed, but
the burden of proving such defense shall be on the corporation.
Neither the failure of the corporation (including its Board of
Directors, independent legal counsel or its shareholders) to have
made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances
because the claimant has met the applicable standard of conduct
set forth in the Act, nor an actual determination by the
corporation (including its Board of Directors, independent legal
counsel or its shareholders) that the claimant has not met such
applicable standard of conduct, shall be a defense to the action
or create a presumption that the claimant has not met the
applicable standard of conduct.
5.6 Non-Exclusivity of Rights. The rights conferred on
any person by this bylaw shall not be exclusive of any other right
which such person may have or hereafter acquire under any statute,
provision of the Articles of Incorporation, bylaws, agreement,
vote of shareholders or disinterested Directors or otherwise, both
as to action in the person's official capacity and as to action in
another capacity while holding office. The corporation is
specifically authorized to enter into individual contracts with
any or all of its directors, officers, employees or agents
respecting indemnification and advances, to the fullest extent
permitted by the law.
5.7 Survival of Rights. The rights conferred on any
person by this bylaw shall continue as to a person who has ceased
to be a director, officer, employee or other agent and shall inure
to the benefit of the heirs, executors and administrators of such
a person.
5.8 Insurance. To the fullest extent permitted by the
Act, the corporation, upon approval by the Board of Directors, may
purchase insurance on behalf of any person required or permitted
to be indemnified pursuant to this bylaw.
5.9 Amendments. Any repeal of this bylaw shall only be
prospective and no repeal or modification hereof shall adversely
affect the rights under this bylaw in effect at the time of the
alleged occurrence of any action or omission to act that is the
cause of any proceeding against any agent of the corporation.
5.10 Savings Clause. If this bylaw or any portion hereof
shall be invalidated on any ground by any court of competent
jurisdiction, the corporation shall indemnify each director,
officer or other agent to the fullest extent permitted by any
applicable portion of this bylaw that shall not have been
invalidated, or by any other applicable law.
5.11 Certain Definitions. For the purposes of this bylaw,
the following definitions shall apply:
(a) The term "proceeding" shall be broadly
construed and shall include, without limitation, the
investigation, preparation, prosecution, defense, settlement and
appeal of any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative.
(b) The term "expenses" shall be broadly
construed and shall include, without limitation, expense of
investigations, judicial or administrative proceedings or appeals,
attorneys' fees and disbursements and any expenses of establishing
a right to indemnification under Section 5.5 of this bylaw, but
shall not include amounts paid in settlement, judgments or fines.
(c) The term "corporation" shall include, in
addition to the resulting or surviving corporation, any
constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its
separate existence had continued, would have had power and
authority to indemnify its directors, officers, employees or
agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this bylaw with
respect to the resulting or surviving corporation as the person
would have with respect to such constituent corporation if its
separate existence had continued.
(d) References to a "director," "officer,"
"employee," or "agent" of the corporation shall include, without
limitation, situations where such person is serving at the request
of the corporation as a director, officer, employee, trustee or
agent of another corporation, partnership, joint venture, trust or
other enterprise.
(e) References to "other enterprises" shall
include employee benefit plans; references to "fines" in the Act
shall include any excise taxes assessed on a person with respect
to an employee benefit plan; and references to "serving at the
request of the corporation" shall include any service as a
director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit
plan, its participants, or beneficiaries; and a person who acted
in good faith and in a manner the person reasonably believed to
be in the interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner
"not opposed to the best interests of the corporation" as referred
to in this bylaw.
ARTICLE VI
CERTIFICATES FOR SHARES AND THEIR TRANSFER
6.1 Certificates for Shares.
(a) Certificates representing shares of the
corporation shall be in such form as shall be determined by the
Board of Directors. Such certificates shall be signed by the
President or a Vice President and by the Secretary or an Assistant
Secretary and may be sealed with the seal of the corporation or a
facsimile thereof. All certificates for shares shall be
consecutively numbered or otherwise identified.
(b) The name and address of the person to whom the
shares represented thereby are issued, with the number of shares
and date of issue, shall be entered on the stock transfer books of
the corporation. All certificates surrendered to the corporation
for transfer shall be cancelled and no new certificate shall be
issued until the former certificate for a like number of shares
shall have been surrendered and cancelled, except that in case of
a lost, destroyed or mutilated certificate a new one may be issued
therefor upon such terms and indemnity to the corporation as the
Board of Directors may prescribe.
6.2 Transfer of Shares. Transfer of shares of the
corporation shall be made only on the stock transfer books of the
corporation by the holder of record thereof or by the holder's
legal representative, who shall furnish proper evidence of
authority to transfer, or by the holder's attorney thereunto
authorized by power of attorney duly executed and filed with the
Secretary of the corporation. The person in whose name shares
stand on the books of the corporation shall be deemed by the
corporation to be the owner thereof for all purposes.
6.3 Transfer Agent and Registrar. The Board of Directors
may from time to time appoint one or more Transfer Agents and one
or more Registrars for the shares of the corporation, with such
powers and duties as the Board of Directors shall determine by
resolution. The signatures of the President or Vice President and
the Secretary or Assistant Secretary upon a certificate may be
facsimiles if the certificate is manually signed on behalf of a
Transfer Agent or by a Registrar other than the corporation itself
or an employee of the corporation.
6.4 Officer Ceasing to Act. In case any officer who has
signed or whose facsimile signature has been placed upon a stock
certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the corporation with
the same effect as if the signer were such officer at the date of
its issuance.
6.5 Fractional Shares. The corporation shall not issue
certificates for fractional shares.
ARTICLE VII
CONTRACTS, LOANS, CHECKS AND OTHER INSTRUMENTS
7.1 Contracts. The Board of Directors may authorize any
officer or officers and agent or agents to enter into any contract
or execute and deliver any instrument in the name of and on behalf
of the corporation, and such authority may be general or confined
to specific instances.
7.2 Loans. No loans shall be contracted on behalf of the
corporation and no evidence of indebtedness shall be issued in its
name unless authorized by a resolution of the Board of Directors.
Such authority may be general or confined to specific instances.
7.3 Checks, Drafts, etc. All checks, drafts or other
orders for the payment of money and notes or other evidences of
indebtedness issued in the name of the corporation shall be signed
by such officer or officers and agent or agents of the corporation
and in such manner as shall from time to time be determined by
resolution of the Board of Directors.
ARTICLE VIII
SEAL
The seal of the corporation shall be circular in form and shall
have inscribed thereon the name of the corporation and the state
of incorporation and the words "Corporate Seal."
ARTICLE IX
AMENDMENTS
These bylaws may be altered, amended or repealed and new bylaws
may be adopted by the Board of Directors at any regular or special
meeting, subject to repeal or change by action of the shareholders
of the corporation.
ADOPTED BY THE BOARD OF DIRECTORS ON DECEMBER 3, 1981.
SECTION 2.2 WAS AMENDED ON MARCH 14, 1983. SECTIONS 2.2,
2.9 AND 4.1 WERE AMENDED, SECTIONS 4.5 AND 4.6 WERE
DELETED, NEW SECTIONS 4.5-4.9 WERE ADDED AND SECTIONS 4.7-
4.9 WERE RENUMBERED AS SECTIONS 4.10-4.12 ON DECEMBER 6,
1983, EFFECTIVE DECEMBER 30, 1983. SECTION 2.2 WAS
AMENDED ON APRIL 12, 1984. SECTIONS 4.1 AND 4.8 WERE
AMENDED ON OCTOBER 11, 1984. SECTION 1.1 WAS AMENDED ON
FEBRUARY 20, 1986. SECTION V WAS DELETED AND SECTION 5.1-
5.11 WERE ADDED ON MAY 20, 1987. THE BYLAWS WERE RESTATED
BY THE BOARD OF DIRECTORS ON OCTOBER 21, 1987. SECTIONS
1.5 AND 1.7 WERE AMENDED AND SECTION 1.13 WAS ADDED ON
JANUARY 28, 1988. SECTIONS 1.10, 4.1-4.3, 4.5-4.12 WERE
AMENDED ON JULY 11, 1989. SECTIONS 1.1, 4.1, 4.5 AND 4.8
WERE AMENDED, SECTION 4.7 WAS DELETED, A NEW SECTION 4.6
WAS ADDED AND SECTIONS 4.6 AND 4.8-4.11 WERE RENUMBERED ON
DECEMBER 6, 1990. SECTION 2.2 WAS AMENDED ON JULY 24,
1991. SECTION 2.2 WAS AMENDED ON JUNE 30, 1992. SECTION
2.2 WAS AMENDED ON JULY 19, 1992. SECTION 2.2 WAS AMENDED
ON MARCH 22, 1993. SECTION 2.2 WAS AMENDED ON MAY 28,
1993.