EFFECTIVE: OCTOBER 3, 1994
AMENDED AND RESTATED
BYLAWS
of
A.L. PHARMA INC.
(formerly known as A.L. Laboratories, Inc.)
A Delaware Corporation
ARTICLE ONE
Offices
Section 1.1 Principal Executive Office. The
corporation's headquarters and principal executive office shall
be located at One Executive Drive, Fort Lee, New Jersey 07024.
Section 1.2. Other Offices. The corporation may also
have offices at such other places, both within and without the
State of Delaware, as the Board of Directors may from time to
time determine or the business of the corporation may require.
ARTICLE TWO
Meetings of Stockholders
Section 2.1. Annual Meetings. An annual meeting of
the stockholders shall be held for the purpose of electing
directors and conducting such other business as may come before
the meeting. The date, time and place of the annual meeting
shall be determined by or under authority of the Board of
Directors.
Section 2.2. Special Meetings. A special meeting of
stockholders for any purpose may be called by the President of
the Corporation, and shall be called by the Secretary at the
request in writing of a majority of the Board of Directors or of
the stockholders entitled to cast at least one-tenth of the votes
which all stockholders are entitled to cast at the particular
meeting. Such request shall state the purpose or purposes of the
proposed special meeting. The time and place of each special
meeting of stockholders shall be determined by or under the
authority of the Board of Directors, provided that if no such
determination shall be made prior to the mailing of the notice
for such meeting, the time and place for such meeting shall be
determined by the President.
Section 2.3. Notice. Written or printed notice of
every annual or special meeting of the stockholders, stating the
place, date, time, and, in the case of special meetings, the
purpose or purposes of such meeting, shall be given to
titleholders entitled to vote at such meeting not less than ten,
nor more than sixty, days before the date of the meeting. All
such notices shall be given by mail or by other means reasonably
selected by or at the direction of the Board of Directors, the
President or the Secretary. Notices which shall be mailed shall
be deemed to be "given" when deposited in the United States mail
addressed to the stockholder at his or her address as it appears
on the records of the corporation, with postage prepaid, and any
notice transmitted other than by mail shall be deemed to have
been "given" when delivered either to the stockholder or to any
person reasonably requested to cause such notice to be
transmitted to such stockholder.
Section 2.4 Stockholders List. The corporation's
Secretary shall cause to be maintained a stock ledger of the
corporation. The corporation's Secretary shall cause to be made,
at least ten days before every meeting of the stockholders, a
complete list of the stockholders entitled to vote at such
meeting arranged in alphabetical order, specifying the address of
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 ten days prior
to the meeting, either at the corporation's headquarters or at
such other place as the corporation's Secretary shall reasonably
designate. The 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 2.5. Quorum. Except as otherwise provided by
statute or by the Certificate of Incorporation, a quorum shall be
deemed to be present at any meeting of stockholders for purposes
of any given matter to be voted upon at such meeting if such
meeting shall be attended by persons entitled (either personally
or by proxy) to vote stock representing a majority of the poten-
tial voting power with respect to such matter (as defined in
Section 2.9(c) of these bylaws). If a quorum shall not be
present for purposes of any given matter to be voted upon at any
meeting, the holders of the relevant stock (as defined in Section
2.9(d) of these bylaws) may, by the affirmative vote of a
majority of the voting power represented by such relevant stock,
adjourn the meeting insofar as it relates to the given matter to
another time and/or place. Unless the adjournment is for more
than thirty days or unless a new record date is set for the
adjourned meeting, no notice of the adjourned meeting need be
given to any stockholder provided that the time and place of the
adjourned meeting shall have been announced at the meeting at
which such adjournment shall have been taken. At the adjourned
meeting the corporation may transact any business which might
have been transacted at the original meeting, provided that no
business shall be transacted at such adjourned meeting on which
any class of stock is entitled to be voted which class shall not
have been permitted to participate in the vote to postpone the
meeting.
Section 2.6. Vote Required. When a quorum is present
at any meeting with respect to any given matter, a majority of
the voting power represented by the relevant stock (as defined in
Section 2.9(c) of these bylaws) shall be necessary and sufficient
to approve such matter, except that: (i) if the given matter is
one upon which by express provisions of an applicable statute or
of the Certificate of Incorporation a different vote is required,
such express provision shall govern and control the decision of
such question, and (ii) directors shall be elected by plurality
vote.
Section 2.7. Proxies. At all meetings of
stockholders, a stockholder may vote by proxy executed in writing
by the stockholder or by his duly authorized attorney in fact.
Such proxy shall be filed with the Secretary of the corporation
before commencement of the meeting or at such later time as shall
be expressly permitted by the corporate officer presiding at such
meeting. No proxy shall be valid after three years from the date
of its execution, unless otherwise provided in the proxy.
Section 2.8. Governing Rules. The President shall
preside at any meeting of any of the corporation's stockholders,
provided that if the President shall be unable or unwilling to so
preside, then a person designated by the Board of Directors shall
preside. The person presiding at any meeting of any of the
corporation's stockholders shall have the power to make rules and
decisions (i) as to whether and to what extent proxies presented
at the meeting shall be recognized as valid, (ii) as to the
procedure for taking and counting votes at such meeting, (iii) as
to procedures for the conduct of such meeting, and (iv) to
resolve any questions which may be raised at such meeting. The
person presiding at any meeting of any of the corporation's
stockholders shall have the right to delegate any of the powers
contemplated by this Section 2.8 to such other person or persons
as the person presiding deems desirable.
Section 2.9. Certain Definitions.
(a) Entitled to be Voted. A share in any given class
of the corporation's capital stock shall be deemed to be
"entitled to be voted" with respect to any given matter at any
meeting of the corporation's stockholders if (i) it shall be
outstanding at the record date for such meeting and (ii) stock in
such class shall have the right to be voted with respect to the
given matter at such meeting.
(b) Voting Power. The "voting power" of any share of
stock issued by the corporation with respect to any given matter
to be voted upon at any meeting of the corporation's stockholders
shall be equal to the size of the vote which such share would
entitle its owner of record at the regular date for such meeting
to cast at such meeting with respect to a given matter if such
record owner were present at such meeting. For example, with
respect to any matter on which the holders of Class A Common
Stock and Class B Common Stock are entitled to vote together and
neither the Class A Common Stock nor the Class B Common Stock is
entitled to vote as a separate class, the "voting power" of a
share of Class A Common Stock shall be one vote and the "voting
power" of a share of Class B Common Stock shall be four votes.
(c) Potential Voting Power. The "potential voting
power" with respect to any given matter to be voted upon at any
meeting of any of the corporation's stockholders shall be equal
to the aggregate voting power of all shares of stock entitled to
be voted with respect to such matter at such meeting.
(d) Relevant Stock. Stock issued by the corporation
shall be deemed to be "relevant stock" with respect to any given
matter to be voted upon at any meeting of any of the
corporation's stockholders if both (i) such stock is entitled to
be voted with respect to the given matter and (ii) one or more of
the persons attending the meeting in person or by proxy has a
right to vote such stock by reason of being the record holder of
such stock at the record date established for such meeting or by
reason of holding voting rights assigned by the record holder
entitled to vote such stock.
ARTICLE THREE
Directors
Section 3.1. General Powers. The business and
affairs of the corporation shall be managed by its Board of
Directors. The term "Board" whenever it is used in these bylaws
means the corporation's Board of Directors. In addition to the
powers and authorities expressly conferred upon it by these
bylaws, the Board of Directors may exercise all such powers of
the corporation and do all such lawful acts and things as are not
by statute or by the Certificate of Incorporation or by these
bylaws directed or required to be exercised or done by the
stockholders.
Section 3.2. Number of Directorship Positions.
(a) Number of Directors. Except as otherwise provided
in paragraph (b) of this Section 3.2, there shall be nine
positions on the corporation's Board of Directors.
(b) Board's Power to Alter The Number of Directors.
The corporation's Board of Directors shall have the power
(subject to any limitations prescribed by the Certificate of
Incorporation) by a resolution adopted by not less than a
majority of all directors serving on the Board at the time of
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such adoption to alter at any time and from time to time the
number of total directorship positions on the Board. Upon the
adoption of any resolution in the manner provided in the
preceding sentence, the total number of directorship positions on
the corporation's Board of Directors shall be equal to the number
specified in such resolution. If the Board shall determine to
reduce the number of directorship positions, then the term of
each incumbent member shall end upon the election of directors at
the next annual meeting of stockholders of the corporation and
the persons elected to fill such reduced number of directorship
positions shall be deemed to be the successors to all persons who
shall have previously held such directorship positions.
Section 3.3. Regular Meetings. Regular meetings of
the Board of Directors may be held without notice at such time
and at such place as shall from time to time be determined by
resolution of the Board.
Section 3.4. Special Meetings. Special meetings of
the Board of Directors may be called by or at the request of the
President or any three directors. The person or persons who
call(s) an special meeting of the Board of Directors may fix the
time and place at which the meeting shall be held.
Section 3.5. Notice. Notice of any special meeting
shall be given at least twenty-four hours prior thereto if notice
is given directly to the director by telephone or in person or at
least two days prior thereto if notice is given by telegram,
telex or by any other method reasonably calculated to cause the
notice to be delivered within twenty-four hours after its
transmission or at least five days prior thereto if transmitted
by mail. If mailed, such notice shall be deemed to be "given"
when deposited in the United States mail addressed to the
director at either his business address or such other address as
the officer sending such notice shall reasonably believe
appropriate, with postage thereon prepaid. If notice be given by
telegram, telex, or other method reasonably calculated to reach
the director within twenty-four hours after its transmission,
such notice shall be deemed to be "given" when the notice so
addressed either is delivered to an independent company with
instructions for prompt transmission or is transmitted. Any
director may waive notice of any meeting by signing a written
waiver of notice either before or after the meeting. The
attendance of a director at any 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.
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Section 3.6. Quorum. Except as otherwise provided in
the corporation's Certificate of Incorporation or by applicable
law, directors holding a majority of the positions on the Board
of Directors established pursuant to Section 3.2 of these bylaws
shall constitute a quorum for transaction of business at any
meeting of the Board of Directors; provided that if less than a
majority of such number of directors are present at any meeting,
a majority of the directors present may adjourn the meeting from
time to time without further notice until a quorum is obtained.
Section 3.7. Manner of Voting. Except as otherwise
provided by applicable law, in the corporation's Certificate of
Incorporation or in these bylaws, the affirmative vote by at
least a majority of the directors present at any meeting at which
a quorum shall be present shall be necessary and sufficient to
approve any action within the Board's power, and any action so
approved by such a majority shall be deemed to have been approved
by the Board of Directors. 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 conclusively presumed to
have asserted to the action taken unless his dissent shall be
entered in the minutes of the meeting or unless he shall file his
written dissent to such action with the person acting as the
Secretary of the meeting before the adjournment thereof or shall
forward such dissent by registered mail to the Secretary of the
corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in
favor of such action.
Section 3.8. Action by Directors Without a Meeting.
Any action required or permitted to be taken at any meeting of
the Board of Directors or any Board Committee may be taken
without a meeting if all members of the Board or Committee (as
the case may be) consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board
or Committee. In the event one or more positions on the Board or
any Board Committee shall be vacant at the time of the execution
of any such consent, such consent shall nevertheless be effective
if it shall be signed by all persons serving as members of the
Board or such Committee (as the case may be) at such time and if
the persons signing the consent would be able to take the action
called for by the consent at a properly constituted meeting of
the Board or such Committee (as the case may be).
Section 3.9. Compensation. No director who is an
employee of the corporation or any of its subsidiaries shall
receive any stated salary or fee for his service as director. A
director who is not an employee may receive such compensation for
his services as a director as is fixed by resolution of the
Board. Members of any Board or other Committee may receive such
compensation for their duties as committee members as is fixed by
resolution of the Board of Directors. All directors and members
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of Board Committees shall be reimbursed for their expenses
reasonably incurred to attend meetings.
ARTICLE FOUR
Board Committees
Section 4.1. General.
(a) Establishment. The Board shall have the power to
establish committees consisting exclusively of directors of this
corporation and (subject to the limitations set forth in Section
4.1(d) of these bylaws) delegate to any such committee any power
exercisable by the Board of Directors, including without
limitation the power and authority to declare dividends and to
authorize the issuance of stock. The term "Board Committee" as
used in these bylaws means any committee comprised exclusively of
directors of the corporation which is identified as a "Board
Committee" either in these bylaws or in any resolutions adopted
by the Board.
(b) Membership. The Board shall have the power to:
(i) establish the number of membership positions on each Board
Committee from time to time and change the number of membership
positions on such Committee from time to time; (ii) appoint any
director to membership on any Board Committee who shall be
willing to serve on such Committee; (iii) remove any person from
membership on any Board Committee without cause; and (iv) appoint
any director to membership on any Board Committee as an alternate
member. A person s membership on any Board Committee shall
automatically terminate when such person ceases to be a director
of the corporation.
(c) Powers. Except as otherwise provided in Section
4.1(d) of these bylaws, each Board Committee shall have and may
exercise all the powers and authority of the Board of Directors
in the management of the business and affairs of the corporation
to the extent (but only to the extent) such powers shall be
expressly delegated to it by the Board or by these bylaws.
(d) Reserved Powers. No Board Committee shall have
the right or power to: amend the Certificate of Incorporation;
adopt an agreement of merger or consolidation; recommend to the
stockholders the sale, lease or exchange of all or substantially
all of the corporation's property and assets; recommend to the
stockholders a dissolution of the corporation or a revocation of
a dissolution; amend the bylaws of the corporation; amend, alter
or repeal any resolution adopted by the Board which by its terms
precludes such action by such Committee; or take any action
contrary to an express directive issued by the Board.
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(e) Vote Required. The members holding at least a
majority of the positions on any Board Committee shall constitute
a quorum for purposes of any meeting of such committee. The
affirmative vote of members holding at least a majority of the
positions on any Board Committee shall be necessary and
sufficient to approve any action within the Committee s power,
and any action so approved by such a majority shall be deemed to
have been taken by the Committee and to be the act of such
Committee.
(f) Governance. The Board may designate the person
who is to serve as chairman of any Board Committee, and in the
absence of any such designation by the Board, the members of the
Committee may either designate one member of the Committee as its
chairman or elect to operate without a chairman. Each Board
Committee may appoint a Secretary who need not be a member of the
Committee or a member of the Board. Each Board Committee shall
have the right to establish such rules and procedures governing
its meetings and operations as such Committee shall deem
desirable provided such rules and procedures shall not be
inconsistent with the Certificate of Incorporation, these bylaws,
or any direction to the Committee issued by the Board.
(f) Alternate Committee Members. The Board may
designate one or more directors as alternate members of any Board
Committee, and any such director may replace any regular member
of such Board Committee who for any reason is absent from a
meeting of such Board Committee or is otherwise disqualified from
serving on such Board Committee.
Section 4.2. Executive Committee.
(a) Authorization. The corporation shall have an
Executive Committee. The Executive Committee shall be a Board
Committee and shall be subject to the provisions of Section 4.1
of these bylaws.
(b) Duties. The Executive Committee shall assist the
Board in developing and evaluating general corporate policies and
objectives. The Executive Committee shall perform such specific
assignments as shall be expressly delegated to it from time to
time by the Board of Directors and shall (subject to the
limitations specified in Section 4.1(d) of these bylaws or
imposed by law) have the power to exercise fully the powers of
the Board except to the extent expressly limited or precluded
from exercising such powers in resolutions from time to time
adopted by the Board.
(c) Membership. Membership on the Executive Committee
shall be determined from time to time by the Board in accordance
with the provisions of Section 4.1(b) of these bylaws.
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(d) Meetings. Meetings of the Executive Committee
may be called at any time by any two members of the Committee.
The time and place for each meeting shall be established by the
members calling the meeting.
Section 4.3 Audit Committee.
(a) Authorization. The corporation shall have an
Audit Committee. The Audit Committee shall be a Board Committee
and shall be subject to the provisions of Section 4.1 of these
bylaws.
(b) Duties. The Audit Committee shall: (i) recommend
to the Board of Directors annually a firm of independent public
accountants to act as auditors of the corporation; (ii) review
with the auditors in advance the scope of their annual audit;
(iii) review with the auditors and the management, from time to
time, the corporation's accounting principles, policies, and
practices and its reporting policies and practices; (iv) review
with the auditors annually the results of their audit; (v) review
from time to time with the auditors and the corporation's
financial personnel the adequacy of the corporation's accounting,
financial and operating controls; (vi) review all transactions
between the corporation or any subsidiary of the corporation and
any stockholder who holds at least fifty percent of the total
number of shares outstanding of the corporation's Class A Common
Stock or Class B Common Stock (a "Controlling Shareholder") or
any subsidiary of such Controlling Shareholder on at least an
annual basis in accordance with policies adopted by the Board;
and (vii) perform such other duties as shall from time to time be
delegated to the Committee by the Board.
(c) Membership. The membership of the Audit Committee
shall always be such that all of the members of the Audit
Committee shall not be full-time employees of any Controlling
Shareholder, the corporation or any of their respective
subsidiaries. Within the limitations prescribed in the preceding
sentence, the membership on the Committee shall be determined by
the Board as provided in Section 4.1 of these bylaws.
ARTICLE FIVE
Officers
Section 5.1 Corporate and Divisional Officers. The
corporate officers of the corporation shall be chosen by the
Board of Directors and shall consist of a Chairman of the Board,
a Vice Chairman of the Board, a President, one or more Vice
Presidents, a Secretary, a Treasurer, and such other officers and
assistant officers as may be deemed necessary or desirable by the
Board. In its discretion, the Board of Directors may choose not
9
to fill any office for any period as it may deem advisable,
[provided that at all times one or more officers shall be elected
or appointed with the authority (irrespective of title) to carry
out all responsibilities of the President, Treasurer and
Secretary required by law]. The Chairman of the Board, the Vice
Chairman of the Board, and the President must be members of the
Board of Directors but no other officer need be a member of the
Board. Any number of offices may be held by the same person. In
addition to the corporate officers, the Board of Directors or the
chief executive officer may appoint divisional officers having a
title which indicates that the divisional officer's authority and
responsibilities are limited to a designated operation division
of the corporation. Divisional officers shall have such duties
and responsibilities as the Board of Directors or the corporate
officers shall determine. Any person may hold more than one
corporate and/or divisional office.
Section 5.2. Appointment and Term of Office. The
corporate officers of the corporation shall be appointed annually
by the Board of Directors at its first meeting following the
annual meeting of stockholders. If the appointment of officers
shall not be held at such meeting, such appointment shall be held
as soon thereafter as conveniently may be. Vacancies in cor-
porate offices may be filled and new offices may be created and
filled at any meeting of the Board of Directors. Divisional
officers may be appointed at any time. Each officer shall hold
office until the earlier of: (i) the time at which a successor is
duly appointed and qualified or (ii) his or her death, resig-
nation or removal as hereinafter provided. In case of the
absence of any officer of the corporation, or for any other
reason that the Board may deem sufficient, the Board may dele-
gate, for the time being, the powers or duties, or any of them,
of such officer to any other officer, or to any director. The
Board shall have the right to enter into employment contracts
providing for the employment of any officer for a term longer
than one year, but no such contract shall preclude the Board from
removing any person from any position with the corporation
whenever in the Board's judgment the best interests of the
corporation would be served thereby.
Section 5.3. Removal. Any officer or agent may be
removed by the Board at any time with or without cause, and any
divisional officer may be removed by the chief executive officer,
but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Appointment shall not
of itself create contract rights.
Section 5.4. General Powers of Officers. The chief
executive officer of the corporation shall, subject to the
control of the Board of Directors, in general supervise and
control all of the business and affairs of the corporation and
shall have all the authority and shall perform all duties
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incident to the office of chief executive officer. The Board of
Directors may designate any of the Chairman of the Board, the
Vice Chairman of the Board or the President as the chief
executive officer of the corporation, and in the absence of such
designation the President shall be the chief executive officer of
the corporation. For purposes of these bylaws, the corporate
Chairman of the Board, the Vice Chairman of the Board, the
President and each corporate Vice President shall be deemed to be
a "senior officer." Whenever any resolution adopted by the
corporation's stockholders, Board of Directors or Board Committee
shall authorize the "proper officers" of the corporation to
execute any note, contract or other document or to take any other
action or shall generally authorize any action without specifying
the officer or officers authorized to take such action, any
senior officer acting alone and without countersignatures may
take such action on behalf of the corporation. Any officer of
the corporation may on behalf of the corporation sign contracts,
reports to governmental agencies, or other instruments which are
in the regular course of business (provided that, in the case of
divisional officers, such items relate to such officer's divi-
sion), except where the signing and execution thereof shall be
expressly delegated by the Board of Directors or by these bylaws
to some other officer or agent of the corporation, or shall be
required by law to be otherwise signed or executed.
Section 5.5. The Chairman and the Vice Chairman. The
Chairman of the Board shall preside at all meetings of the Board
of Directors and consult with the Vice Chairman of the Board and
the President regarding corporate policies and have such other
duties as may be assigned to him by the Board. The Vice Chairman
of the Board shall consult with the Chairman and the President
regarding corporate policies and shall have such other duties as
shall be assigned to him by the Board or the chief executive
officer (if other than the Vice Chairman) of the Corporation. In
the absence of the Chairman of the Board, the Vice Chairman of
the Board shall preside at meetings of the Board of Directors.
Section 5.6. The President. The corporate President
shall, when present, preside at all meetings of the stockholders,
shall consult with the Chairman of the Board and the Vice Chair-
man of the Board regarding corporate policies and in general
shall perform all duties incident to the office of President and
have such other duties as may be prescribed by the Board of
Directors or the chief executive officer (if the President is not
the Chief Executive Officer) from time to time.
Section 5.7. Vice Presidents. Each corporate Vice
President shall perform such duties and have such powers as the
Board of Directors may from time to time prescribe. The Board of
Directors may designate any vice president as being senior in
rank or degree of responsibility and may accord such a Vice
President an appropriate title designating his senior rank such
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as "Executive Vice President" or "Senior Vice President" or
"Group Vice President." The Board of Directors may assign a
certain corporate Vice President responsibility for designated
group, division or function of the corporation's business and add
an appropriate descriptive designation to his title.
Section 5.8. Secretary.
(a) The Secretary. The Secretary shall (subject to
the control of the Board): (i) keep the minutes of the
stockholders, and the Board of Directors' meetings in one or more
books provided for that purpose; (ii) see that all notices are
duly given in accordance with the provisions of these bylaws or
as required by law; (iii) be custodian of the corporate records
and of the seal of the corporation and see that the seal of the
corporation is affixed to all documents, the execution of which
on behalf of the corporation under its seal is duly Authorized;
(iv) keep or cause to be kept a register of the post office
address of each stockholder which shall be furnished to the
Secretary by such stockholder; (v) have general charge of the
stock transfer books of the corporation; (vi) supply in such
circumstances as the Secretary deems appropriate to any
governmental agency or other person a copy of any resolution
adopted by the corporation's stockholders, Board of Directors or
Board Committee, any corporate record or document, or other
information concerning the corporation and its officers and
certify on behalf of the corporation as to the accuracy and
completeness of the resolution, record, document or information
supplied; and (vii) in general, perform all duties incident to
the office of Secretary and perform such other duties and have
such other powers as the Board of Directors or the chief
executive officer may from time to time prescribe.
(b) Assistant Secretary. Each Assistant Secretary
shall (subject to the direction of the Board of Directors and the
Secretary) assist the Secretary in the performance of the
Secretary's duties and be entitled to exercise the powers of the
Secretary. Any person dealing with the corporation shall have
the right to presume (in the absence of actual notice to the
contrary) that each Assistant Secretary is entitled to exercise
the powers of the Secretary.
Section 5.10. Treasurer.
(a) The Treasurer. The Treasurer shall: have charge
and custody of and be responsible for all funds and securities of
the corporation; receive and give receipts for monies due and
payable to the corporation from any source whatsoever, and
deposit all such monies in the name of the corporation in such
banks, trust companies or other depositories as shall be selected
by or under authority of the Board of Directors; and, in general,
perform all of the duties incident to the office of Treasurer and
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such other duties as from time to time may be assigned to him by
the chief executive officer. The Treasurer shall give a bond if
required by the Board of Directors for the faithful discharge of
his duties in a sum and with one or more sureties satisfactory to
the Board.
(b) Assistant Treasurer. Each Assistant Treasurer
shall (subject to the direction of the vice President-Finance and
Treasurer) assist the Treasurer in the performance of the
Treasurer's duties and be entitled to exercise the powers of the
Treasurer. Each person dealing with the corporation shall have
the right to presume (in the absence of actual notice to the
contrary) that each Assistant Treasurer is entitled to exercise
the powers of the Treasurer.
ARTICLE SIX
Indemnity
Section 6.1. Each officer and director shall be
entitled to indemnification as provided in the corporation's
Certificate of Incorporation, and the Board of Directors, or any
duly authorized Board Committee, shall have the power to provide
such additional indemnification, whether through specific action,
by contract or otherwise, to officers, directors, employees and
agents of the corporation as may be deemed desirable or
appropriate under the circumstances.
ARTICLE SEVEN
Corporate Stock
Section 7.1. Certificates for Shares. Certificates
representing shares of any class of stock issued by the
corporation (herein called "corporate shares") shall be in such
form as may be determined by the Board of Directors. Such
certificates shall be signed by the President and shall be
countersigned by the Secretary and shall be sealed with the seal,
or a facsimile of the seal, of the corporation. If a certificate
is countersigned by a transfer agent or registrar, other than the
corporation itself or its employees, any other signature or
countersignature on the certificate may be a facsimile. In case
any officer of the corporation, or any officer or employee of the
transfer agent or registrar who has signed or whose facsimile
signature has been placed upon such certificate ceases to be an
officer of the corporation, or an officer or employee of the
transfer agent or registrar before such certificate is issued,
the certificate may be issued by the corporation with the same
effect as if the officer of the corporation, or the officer or
employee of the transfer agent or registrar had not ceased to be
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such at the date of its issue. All certificates for shares shall
be consecutively numbered or otherwise identified. The name 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 books of the corporation. All certificates surrendered to
the corporation for transfer shall be canceled, and no new
certificate shall be issued in replacement until the former
certificate for a like number of shares shall have been
surrendered and canceled, except as otherwise provided in Section
7.4 with respect to lost, destroyed or mutilated certificates.
Section 7.2. Transfer Agent and Registrar. The Board
of Directors may from time to time with respect to each class of
stock issuable by the corporation appoint such transfer agents
and registrars in such locations as it shall determine, and may,
in its discretion, appoint a single entity to act in the capacity
of both transfer agent and registrar in any one location.
Section 7.3. Transfers of Shares. Transfers of
corporate shares shall be made only on the books maintained by
the corporation or a transfer agent appointed as contemplated by
Section 7.2 at the request of the holder of record thereof or of
his attorney, lawfully constituted in writing, and on surrender
for cancellation of the certificate for such shares. The
corporation may (but shall not be required to) treat the person
in whose name corporate shares stand on the books of the
corporation as the only person having any interest in such shares
and as the only person having the right to receive dividends on
and to vote such shares, and the corporation shall not be bound
to recognize any equitable or other claim to or interest in such
shares on the part of the other person, whether or not it shall
have express or other notice thereof.
Section 7.4. Lost Certificates. The Board of
Directors may direct a new certificate or certificates to be
issued in place of any certificate or certificates theretofore
issued by the corporation alleged to have been lost, stolen, or
destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost, stolen, or
destroyed. When authorizing such issue of a new certificate or
certificates, the Board of Directors may, in its discretion and
as a condition precedent to the issuance thereof, require the
person requesting such new certificate or certificates, or his or
her legal representative, to give the corporation a bond in such
sum as it may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate
alleged to have been lost, stolen or destroyed.
Section 7.5. Dividends. Dividends upon the capital
stock of the corporation, subject to the provisions of the
Certificate of Incorporation, if any, may be declared by the
Board of Directors at any regular or special meeting, pursuant to
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law. Dividends may be paid in cash, in property, or in shares of
the capital stock, subject to the provisions of the Certificate
of Incorporation.
ARTICLE EIGHT
General Provisions
Section 8.1. Fiscal Year. The fiscal year of the
corporation shall begin on the first day of January and end on
the last day of December in each year.
Section 8.2. Seal. The corporate seal shall have
inscribed thereon the name of the corporation, the year of its
organization and the words "Corporate Seal, Delaware." The seal
may be used by causing it or a facsimile thereof to be impressed
or affixed or reproduced or otherwise.
Section 8.3. Voting Securities Issued By Another
Corporation. Voting securities in any other corporation held by
the corporation shall be voted by the President or any Vice
President, unless the Board of Directors specifically confers
authority to vote with respect thereto (which may be general or
confined to specific instances) upon some other person or
officer. Any person authorized to vote securities shall have the
power to appoint proxies, with general power of substitution.
ARTICLE NINE
Amendments
These bylaws may be amended, altered, or repealed and
new bylaws adopted by the affirmative vote of directors
constituting at least a majority of the number of directors then
constituting the entire Board. The corporation's stockholders
shall have the power to amend, alter or repeal these bylaws and
to adopt new bylaws in the manner provided in the corporation's
Certificate of Incorporation.
ARTICLE TEN
Delaware Corporation Law Section 203
The Corporation expressly elects not to be governed by
203 of the General Corporation Law of Delaware. The bylaw
amendment adopting this provision shall not be further amended by
the Board of Directors except to the extent permitted by the
General Corporation Law of Delaware.
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