UNISYS CORPORATION
BYLAWS
ARTICLE I
Stockholders
SECTION 1. Annual Meeting of Stockholders.
The Board of Directors may fix the date, time and place of the
annual meeting of stockholders, but if no such date and time is
fixed and designated by the Board of Directors, the annual meeting
of stockholders shall be held on the last Thursday in April in each
year. At the annual meeting, the stockholders then entitled to vote
shall elect directors and shall transact such other business as may
properly be brought before the meeting.
SECTION 2. Special Meetings of Stockholders.
Subject to the rights of the holders of any class or series of
stock having a preference over the Common Stock as to dividends or
upon liquidation, special meetings of the stockholders for any
purpose may be called only by a majority of the entire Board of
Directors.
SECTION 3. Stockholder Action.
Any action required or permitted to be taken by the
stockholders of the Corporation must be effected at a duly called
annual or special meeting of stockholders of the Corporation and
may not be effected by any consent in writing by such stockholders.
SECTION 4. Place of Meeting.
All meetings of the stockholders of the Corporation shall be
held at such place as shall be designated by the Board of Directors
in the notice of such meeting.
SECTION 5. Notice of Business to be Transacted.
(a) Annual Meetings.
(1) Nominations of persons for election to the Board of
Directors of the Corporation shall be made pursuant to
Article II, Section 5 of these bylaws. The proposal of
business other than director nominations 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 the
Corporation who was a stockholder of record at the time of
giving of the notice provided for in these bylaws, who is
entitled to vote at the meeting and who has complied with the
notice procedures set forth in this section.
(2) For business other than director nominations to be
properly brought before an annual meeting by a stockholder
pursuant to clause (c) of paragraph (1) of this section, the
stockholder must have given timely notice thereof in writing
to the Secretary of the Corporation and such business must be
a proper matter for stockholder action under the Delaware
General Corporation Law (the "GCL"). 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 first anniversary of the preceding
year's annual meeting of stockholders; provided, however, that
in the event that the date of the annual meeting is more than
30 days prior to or more than 60 days after such anniversary
date, notice by the stockholder to be timely must be so
delivered not earlier than the 90th day prior to such annual
meeting or later than the 7th day following the day on which
notice of the date of such meeting is first given. Such
stockholder's notice shall set forth (a) as to any 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; and (b) as to the
stockholder giving the notice and the beneficial owner, if
any, on whose behalf the proposal is made (i) the name and
address of such stockholder, as they appear on the
Corporation's books, and of such beneficial owner and (ii) the
class and number of shares of the capital stock of the
Corporation which are owned beneficially and of record by such
stockholder and such beneficial owner.
(3) 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 and, with respect to the election of directors,
Article II, Section 5. The chairman of the meeting shall
determine whether any business proposed to be transacted by
the stockholders has been properly brought before the meeting
and, if any proposed business has not been properly brought
before the meeting, the chairman shall declare that such
proposed business shall not be presented for stockholder
action at the meeting.
(b) Special Meetings. Nominations of persons for election to
the Board of Directors may be made by stockholders at special
meetings of stockholders at which directors are to be selected
pursuant to the stockholders' notice requirements of Article II,
Section 5 of these bylaws. Stockholders shall not propose business
at any special meetings of stockholders.
(c) Proxy Rules. Nothing in this Section 5 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 Securities Exchange Act of 1934.
SECTION 6. Quorum, Manner of Acting and Adjournment and
Postponement.
(a) Quorum, Adjournment and Postponement. The holders of a
majority of the shares entitled to vote, present in person or
represented by proxy, shall constitute a quorum at all meetings of
the stockholders except as otherwise provided by the GCL, by the
certificate of incorporation or by these bylaws. Whether or not a
quorum is present or represented at any meeting of the
stockholders, the chairman of the meeting shall have the power to
adjourn the meeting from time to time, without notice other than
announcement at the meeting. At any such adjourned meeting at
which a quorum is present or represented, the Corporation may
transact any business which might have been transacted at the
original meeting. If the adjournment is for more than 30 days, or
if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given
to each stockholder of record entitled to vote at the meeting. The
stockholders present in person or by proxy at a meeting at which a
quorum is present may continue to do business until adjournment,
notwithstanding withdrawal of enough stockholders to leave less
than a quorum. Any meeting of stockholders, whether special or
annual, may be postponed by resolution of the Board of Directors
upon public notice given prior to the date of such meeting.
(b) Manner of Acting. Directors shall be elected by a
plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote on the
election of directors. In all matters other than the election of
directors, the affirmative vote of the majority of shares present
in person or represented by proxy at the meeting and entitled to
vote thereon shall be the act of the stockholders, unless the
question is one upon which, by express provision of the applicable
statute, the certificate of incorporation or these bylaws, a
different vote is required in which case such express provision
shall govern and control the decision of the question.
SECTION 7. Organization and Conduct of Business.
At every meeting of the stockholders, the Chairman of the
Board, if there be one, or in the case of a vacancy in the office
or absence of the Chairman of the Board, one of the following
persons present in the order stated: the Vice Chairman, if one has
been appointed, the President, the Vice Presidents in their order
of rank or seniority, a chairman designated by the Board of
Directors or a chairman chosen by the stockholders entitled to cast
a majority of the votes which all stockholders present in person or
by proxy are entitled to cast, shall act as chairman, and the
Secretary, or, in the absence of the Secretary, an Assistant
Secretary, or in the absence of the Secretary and the Assistant
Secretaries, a person appointed by the chairman, shall act as
secretary. The chairman of any meeting of stockholders shall
determine the order of business and the procedure at the meeting,
including such regulation of the manner of voting and the conduct
of discussion as may seem to him in order.
SECTION 8. Voting.
(a) General Rule. Unless otherwise provided in the
certificate of incorporation, each stockholder shall be entitled to
one vote, in person or by proxy, for each share of capital stock
having voting power held by such stockholder.
(b) Voting and Other Action by Proxy. At any meeting of the
stockholders, every stockholder entitled to vote may vote in person
or by proxy authorized by an instrument in writing or by a
transmission permitted by law filed in accordance with the
procedure established for the meeting. Any copy, 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, except where otherwise required by law, these
bylaws or the certificate of incorporation, may be by a voice vote.
Any vote not taken by voice shall be taken by ballots, each of
which shall state the name of the stockholder or proxy voting and
such other information as may be required under the procedure
established for the meeting.
SECTION 9. Voting Lists.
The Corporation shall prepare and make, at least ten days
before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting. The list shall be
arranged in alphabetical order, showing the address of each
stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior to
the meeting either at a place within the city where the meeting is
to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is
to be held. 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. 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 10. Inspectors of Election.
(a) Appointment. All elections of directors shall be by
written ballot. In advance of any meeting of stockholders the
Board of Directors shall appoint one or more inspectors to act at
the meeting. No person who is a candidate for office shall act as
an inspector. In case any person appointed as an inspector fails
to appear or fails or refuses to act, the vacancy may be filled by
appointment made by the Board of Directors in advance of the
convening of the meeting, or at the meeting by the chairman of the
meeting.
(b) Duties. Inspectors shall determine the number of shares
outstanding and the voting power of each, the shares represented at
the meeting, the existence of a quorum and the authenticity,
validity and effect of proxies and ballots, shall receive votes or
ballots, shall hear and determine all challenges and questions in
any way arising in connection with the right to vote, shall count
and tabulate all votes and ballots, shall determine and certify the
result, and shall do such acts as may be proper to conduct the
election or vote with fairness to all stockholders. If there be
more than one inspector of election, the decision, act or
certificate of a majority shall be effective in all respects as the
decision, act or certificate of all.
(c) Report. On request of the chairman of the meeting or of
any stockholder or his proxy, the inspectors shall make a report in
writing of any challenge or question or matter determined by them,
and execute a certificate of any fact found by them.
(d) Opening and Closing of Polls. The date and time of the
opening and closing of the polls for each matter to be voted upon
at the meeting shall be determined by the chairman of the meeting
and announced at the meeting. No ballot, proxies or votes, nor any
revocations thereof or changes thereto, shall be accepted by the
inspectors after the closing of the polls unless the Court of
Chancery in Delaware upon application by a stockholder shall
determine otherwise.
ARTICLE II
Directors
SECTION 1. Number.
The business and affairs of the Corporation shall be managed
under the direction of the Board of Directors which, subject to any
right of the holders of any series of Preferred Stock then
outstanding to elect additional directors under specified
circumstances, shall consist of not less than 10 nor more than 20
persons. The exact number of directors within the minimum and
maximum limitations specified in the preceding sentence shall be
fixed from time to time by the Board of Directors pursuant to a
resolution adopted by a majority of the entire Board of Directors.
SECTION 2. Terms.
The directors, other than those who may be elected by the
holders of any class or series of stock having a preference over
the Common Stock as to dividends or upon liquidation, shall be
divided into three classes, as nearly equal in number as possible,
with the term of office of the first class to expire at the 1985
Annual Meeting of Stockholders, the term of office of the second
class to expire at the 1986 Annual Meeting of Stockholders and the
term of office of the third class to expire at the 1987 Annual
Meeting of Stockholders. At each Annual Meeting of Stockholders
following such initial classification and election, directors
elected to succeed those directors whose terms expire shall be
elected for a term of office to expire at the third succeeding
Annual Meeting of Stockholders after their election.
SECTION 3. Newly Created Directorships and Vacancies.
Subject to the rights of the holders of any series of
Preferred Stock then outstanding, 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 shall be filled by a majority vote of the directors
then in office, and directors so chosen shall hold office for a
term expiring at the Annual Meeting of Stockholders at which the
term of the class to which they have been elected expires. No
decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.
SECTION 4. Removal.
Subject to the rights of the holders of any series of
Preferred Stock then outstanding, any director, or the entire Board
of Directors, may be removed from office at any time, but only for
cause and only by the affirmative vote of the holders of at least
80% of the voting power of all of the shares of the Corporation
entitled to vote generally in the election of directors, voting
together as a single class.
SECTION 5. Nomination of Director Candidates.
(a) Nominations of candidates for election as directors of
the Corporation at any meeting of stockholders called for election
of directors (an "Election Meeting") may be made by the Board of
Directors or by any stockholder entitled to vote at such Election
Meeting.
(b) Nominations made by the Board of Directors shall be made
at a meeting of the Board of Directors, or by written consent of
directors in lieu of a meeting, not less than 30 days prior to the
date of the Election Meeting, and such nomination shall be
reflected in the minute books of the Corporation as of the date
made. At the request of the Secretary of the Corporation each
proposed nominee shall provide the Corporation with such
information concerning himself as is required, under the rules of
the Securities and Exchange Commission, to be included in the
Corporation's proxy statement soliciting proxies for his election
as a director.
(c) Not less than 90 days prior to the date of the Election
Meeting in the case of an annual meeting, and not more than 7 days
following the date of notice of the meeting in the case of a
special meeting, any stockholder who intends to make a nomination
at the Election Meeting shall deliver a notice to the Secretary of
the Corporation setting forth (i) the name, age, business address
and residence address of each nominee proposed in such notice, (ii)
the principal occupation or employment of each such nominee, (iii)
the number of shares of capital stock of the Corporation which are
beneficially owned by each such nominee, (iv) a statement that the
nominee is willing to be nominated and (v) such other information
concerning each such nominee as would be required, under the rules
of the Securities and Exchange Commission, in a proxy statement
soliciting proxies for the election of such nominees.
(d) In the event that a person is validly designated as a
nominee in accordance with paragraph (b) or paragraph (c) hereof
and shall thereafter become unable or unwilling to stand for
election to the Board of Directors, the Board of Directors or the
stockholder who proposed such nominee, as the case may be, may
designate a substitute nominee.
(e) If the Chairman of the Election Meeting determines that
a nomination was not made in accordance with the foregoing
procedures, such nominations shall be void.
No person shall be elected a director of the Corporation after
having attained the age of seventy years.
SECTION 6. Organization.
At every meeting of the Board of Directors, the Chairman of
the Board or, in the case of a vacancy in the office or absence of
the Chairman of the Board, a chairman chosen by a majority of the
directors present, shall preside, and the Secretary, or, in the
absence of the Secretary, an Assistant Secretary, or in the absence
of the Secretary and the Assistant Secretaries, any person
appointed by the chairman of the meeting, shall act as secretary.
SECTION 7. 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 8. Special Meetings.
Special meetings of the Board of Directors shall be held
whenever called by the Chairman of the Board or by three or more of
the directors and shall be held at such place, on such date and at
such time as they or he shall fix.
SECTION 9. Quorum, Manner of Acting and Adjournment.
(a) General Rule. One-half of the total number of directors
shall constitute a quorum for the transaction of business at all
meetings of the Board of Directors. The vote of a majority of the
directors present at any meeting at which a quorum is present shall
be the act of the Board of Directors, except (1) as may be
otherwise specifically provided by the GCL or by the certificate of
incorporation; and (2) for any amendment to these bylaws, which
shall require the vote of not less than a majority of the directors
then in office. If a quorum is not present at any meeting of the
Board of Directors, the directors present thereat may adjourn the
meeting from time to time, without further waiver or notice other
than announcement at the meeting, until a quorum is present.
(b) Unanimous Written Consent. Unless otherwise restricted
by the certificate of incorporation, any action required or
permitted to be taken at any meeting of the Board of Directors may
be taken without a meeting, if all members of the Board consent
thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board of Directors.
(c) Conference Telephone Meetings. One or more directors of
the Board of Directors may participate in a meeting by means of
conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear each
other. Participation in this manner constitutes presence in person
at the meeting.
SECTION 10. Committees of the Board of Directors.
(a) Establishment and Powers. The Board of Directors may, by
resolution adopted by a majority of the whole Board, establish one
or more committees, each committee to consist of one or more
directors. The Board may designate one or more directors as
alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. In the
absence or disqualification of a member of a committee and the
alternate or alternates, if any, designated for such member, the
member or members of the committee present at any meeting and not
disqualified from voting, whether or not they constitute a quorum,
may unanimously appoint another director to act at the meeting in
the place of any such absent or disqualified member. Subject to
the provisions of the GCL, committees established by the Board of
Directors shall have such power and authority as provided by
resolution of the board. Each committee so formed shall have such
name as may be determined from time to time by resolution adopted
by the Board of Directors and shall keep regular minutes of its
meetings and report the same to the Board of Directors when
required.
(b) Committee Procedures and Conduct of Business. Each
committee of the Board of Directors 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 of committees. A majority of the members of
any committee shall constitute a quorum unless the committee shall
consist of one (1) or two (2) members, in which event one (1)
member and two (2) members, respectively, 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, and
the writing or writings are filed with the minutes of the
proceedings of such committee.
SECTION 11. Compensation of Directors.
Unless otherwise restricted by the certificate of
incorporation, the Board of Directors shall have the authority to
fix the fees and other compensation of directors.
ARTICLE III
Notice - Waivers - Meetings
SECTION 1. Notice, What Constitutes.
Whenever, under the provisions of the GCL or of the
certificate of incorporation or of these bylaws, notice is required
to be given to any director or stockholder, such notice may be
given in writing, by mail or by telegram (with messenger service
specified), telex or TWX (with answerback received) or courier
service, charges prepaid, or by facsimile transmission to the
address (or to the telex, TWX, facsimile or telephone number) of
the person appearing on the books of the Corporation, or in the
case of directors, supplied to the Corporation for the purpose of
notice. If the notice is sent by mail, telegraph or courier
service, it shall be deemed to be given when deposited in the
United States mail or with a telegraph office or courier service
for delivery to that person or, in the case of telex or TWX, when
dispatched, or in the case of facsimile transmission, when
electronically received.
SECTION 2. Notice of Meetings of Board of Directors.
Notice of a regular meeting of the Board of Directors need not
be given. Notice of every special meeting of the Board of
Directors shall be given to each director by telephone or in
writing at least 24 hours (in the case of notice by telephone,
telex, TWX or facsimile transmission) or 48 hours (in the case of
notice by telegraph, courier service or express mail) or five days
(in the case of notice by first class mail) before the time at
which the meeting is to be held. Every such notice shall state the
time and place of the meeting. Unless otherwise indicated in the
notice thereof, any and all business may be transacted at a special
meeting.
SECTION 3. Notice of Meetings of Stockholders.
Written notice of the place, date and hour of every meeting of
the stockholders, whether annual or special, shall be given to each
stockholder of record entitled to vote at the meeting not less than
ten nor more than 60 days before the date of the meeting and shall
state the purpose or purposes thereof. If the notice is sent by
mail, it shall be deemed to have been given when deposited in the
United States mail, postage prepaid, directed to the stockholder at
the address of the stockholder as it appears on the records of the
Corporation.
SECTION 4. Waivers of Notice.
(a) Written Waiver. Whenever notice is required to be given
under any provisions of the GCL or the certificate of incorporation
or these bylaws, a written waiver, signed by the person or persons
entitled to the notice, whether before or after the time stated
therein, shall be deemed equivalent to notice. Neither the
business to be transacted at, nor the purpose of, any regular or
special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of
notice of such meeting.
(b) Waiver by Attendance. Attendance of a person at a
meeting, either in person or by proxy, shall constitute a waiver of
notice of such meeting, except where a person attends a meeting for
the express purpose of objecting at the beginning of the meeting to
the transaction of any business because the meeting was not
lawfully called or convened.
ARTICLE IV
Officers
SECTION 1. Number, Qualifications and Designation.
The officers of the Corporation shall be chosen by the Board
of Directors and shall be a Chairman of the Board of Directors, a
President, one or more Vice Presidents, a Secretary, a Treasurer,
a Controller and such other officers as may be elected in
accordance with the provisions of Section 3 of this Article IV.
Any number of offices may be held by the same person. The Board of
Directors shall elect the Chairman of the Board from among the
members of the board.
SECTION 2. Election and Term of Office.
The officers of the Corporation, except those appointed by
delegated authority pursuant to Section 3 of this Article IV, shall
be elected annually by the Board of Directors, and each such
officer shall hold office for a term of one year and until a
successor is elected and qualified, or until his or her earlier
resignation or removal. Any officer may resign at any time upon
written notice to the Corporation. Any officer may be removed from
office at any time by the affirmative vote of a majority of the
directors then in office.
SECTION 3. Other Officers, Committees and Agents.
The Board of Directors may from time to time elect such other
officers, and appoint such committees, employees or other agents as
it deems necessary, who shall hold their offices for such terms and
shall exercise such powers and perform such duties as are provided
in these bylaws, or as the Board of Directors may from time to time
determine. The Board of Directors may delegate to any officer or
committee the power to appoint subordinate officers and to retain
or appoint employees or other agents, or committees thereof, and to
prescribe the authority and duties of such subordinate officers,
committees, employees or other agents.
SECTION 4. The Chairman and Vice Chairman of the Board.
The Chairman of the Board shall be the chief executive officer
of the Corporation and, in that capacity, shall have general
responsibility for the management and control of the business of
the Corporation and shall perform all duties and have all powers
that are commonly incident to the office of chief executive
officer. He or she shall preside at all meetings of the
stockholders and of the Board of Directors and shall perform such
other duties as may from time to time be assigned to him or her by
the Board of Directors. The Vice Chairman of the Board, if there
be one, shall perform such duties as may be delegated to him or her
by the Board of Directors or by the chief executive officer.
SECTION 5. The President.
The President shall perform such duties as from time to time
may be assigned by the Board of Directors or by the chief executive
officer.
SECTION 6. The Vice Presidents.
The Vice Presidents shall perform such duties as may from time
to time be assigned to each and any of them by the Board of
Directors or by the chief executive officer. A Vice President or
Vice Presidents may have such additional designations as the Board
may approve.
SECTION 7. The Secretary.
The Secretary, or an Assistant Secretary, shall attend all
meetings of the stockholders, the Board of Directors and committees
thereof and shall record the proceedings of the stockholders and of
the directors and of committees of the Board in a book or books to
be kept for that purpose; shall see that notices are given and
records and reports properly kept and filed by the Corporation as
required by law; shall be the custodian of the seal of the
Corporation and see that it is affixed to all documents to be
executed on behalf of the Corporation under its seal; and, in
general, shall perform all duties incident to the office of
Secretary, and such other duties as may from time to time be
assigned by the Board of Directors or by the chief executive
officer.
SECTION 8. The Treasurer.
The Treasurer, or an Assistant Treasurer, shall have or
provide for the custody of the funds or other property of the
Corporation; shall collect and receive or provide for the
collection and receipt of moneys earned by or in any manner due to
or received by the Corporation; shall deposit all funds in his or
her custody as Treasurer in such banks or other places of deposit
as the Board of Directors may from time to time designate; whenever
so required by the Board of Directors, shall render an account
showing his or her transactions as Treasurer and the financial
condition of the Corporation; and, in general, shall discharge such
other duties as may from time to time be assigned by the Board of
Directors or by the chief executive officer.
SECTION 9. The Controller.
The Controller shall provide and maintain financial and
accounting controls over the business and affairs of the
Corporation. He or she shall maintain adequate records of the
assets, liabilities and financial transactions of the Corporation,
and shall direct the preparation of financial statements, reports
and analyses. He or she shall perform all acts incident to the
position of Controller subject to the control of the Board of
Directors and the chief executive officer.
SECTION 10. General Counsel.
The Corporation may have a General Counsel who shall be
appointed by resolution of the Board of Directors and who shall
have general supervision of all matters of a legal nature
concerning the Corporation.
SECTION 11. Officers' Bonds.
No officer of the Corporation need provide a bond to guarantee
the faithful discharge of the officer's duties unless the Board of
Directors shall by resolution so require a bond in which event such
officer shall give the Corporation a bond (which shall be renewed
if and as required) in such sum and with such surety or sureties as
shall be satisfactory to the Board of Directors for the faithful
performance of the duties of office.
SECTION 12. Compensation.
The compensation of the officers of the Corporation elected by
the Board of Directors shall be fixed from time to time by the
Board of Directors or a committee thereof designated for such
purpose.
ARTICLE V
Certificates of Stock, Transfer, Etc.
SECTION 1. Form and Issuance.
(a) Issuance and Form. The shares of the capital stock of
the Corporation shall be represented by certificates in such form
as shall be approved by the Board of Directors. The certificates
shall be signed by the Chairman or the President or any Vice
President and by the Treasurer or the Secretary.
(b) Records and Regulations. The stock record books shall be
kept by the Secretary or by any registrar, stock transfer agent or
other agency designated by the Board of Directors for that purpose.
The stock certificates of the Corporation shall be registered in
the stock ledger and transfer books of the Corporation as they are
issued. Except as may otherwise be required by the Corporation's
certificate of incorporation or the GCL, the Board of Directors may
make such other rules and regulations concerning the issue,
transfer and registration of certificates of shares of the capital
stock of the Corporation as it deems necessary or appropriate from
time to time.
(c) Signatures. Any of or all the signatures upon the stock
certificates of the Corporation may be a facsimile. In case any
officer, transfer agent or registrar who has signed, or whose
facsimile signature has been placed upon, any share certificate
shall have ceased to be such officer, transfer agent or registrar,
before the certificate is issued, it may be issued with the same
effect as if the signatory were such officer, transfer agent or
registrar at the date of its issue.
SECTION 2. Transfer 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 3 of this Article, an outstanding certificate for the
number of shares involved shall be surrendered for cancellation,
properly endorsed, before a new certificate is issued therefor.
SECTION 3. Lost, Stolen, Destroyed or Mutilated Certificates.
The Corporation may direct a new certificate of stock to be
issued in place of any certificate 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
Corporation may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or the legal representative
of the owner, to give the Corporation a bond sufficient to
indemnify the Corporation against any claim that may be made
against the Corporation on account of the alleged loss, theft or
destruction of such certificate or the issuance of such new
certificate.
SECTION 4. Record Holder of Shares.
The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the
owner of shares, and shall not be bound to recognize any equitable
or other claim to or interest in such share or shares on the part
of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the GCL.
SECTION 5. Determination of Stockholders of Record.
(a) Meetings of Stockholders. In order that the Corporation
may determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, the Board
of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors, and which record date shall
not be more than 60 nor less than ten days before the date of such
meeting. 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 day
next preceding the day on which the meeting is held. 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 unless the Board of Directors fixes a new record date
for the adjourned meeting.
(b) Dividends. In order that the Corporation may determine
the stockholders entitled to receive payment of any dividend or
other distribution or allotment of any rights of the stockholders
entitled 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 upon which the resolution
fixing the record date is adopted, and which record date shall be
not more than 60 days prior to such action. If no record date is
fixed, the record date for determining stockholders for any such
purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.
ARTICLE VI
General Provisions
SECTION 1. Dividends.
Subject to the restrictions contained in the GCL and any
restrictions contained in the certificate of incorporation, the
Board of Directors may declare and pay dividends upon the shares of
capital stock of the Corporation.
SECTION 2. Contracts.
Except as otherwise provided in these bylaws, the Board of
Directors or the chief executive officer, to the extent authorized
by the Board, may authorize any officer or officers, or any agent
or agents, to enter into any contract or to execute or deliver any
instrument on behalf of the Corporation and such authority may be
general or confined to specific instances.
SECTION 3. Corporate Seal.
The Corporation shall have a corporate seal, which shall have
inscribed thereon the name of the Corporation and the words
"Corporate Seal, Delaware". The seal may be used by causing it or
a facsimile thereof to be impressed or affixed or in any other
manner reproduced. If and when so directed by the Board or a
committee thereof, duplicates of the seal may be kept and used by
the Secretary or Treasurer or by an Assistant Secretary or
Assistant Treasurer.
SECTION 4. Amendment of Bylaws.
Subject to the provisions of the certificate of incorporation,
these bylaws may be altered, amended or repealed or new bylaws may
be adopted either (1) by vote of the stockholders at a duly held
annual or special meeting of stockholders, or (2) by vote of a
majority of the Board of Directors at any regular or special
meeting of directors.
SECTION 5. Action with Respect to Securities of Other
Corporations.
The Chairman of the Board, the Vice Chairman of the Board, the
President, any Vice President, the Treasurer or Secretary, or such
other person appointed by such officer or the Board of Directors,
shall have the 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 the Corporation may hold securities and
otherwise to exercise any and all rights and powers which the
Corporation may possess by reason of its ownership of securities in
such other corporation. The Corporation shall not directly or
indirectly vote any shares issued by it.
SECTION 6. Fiscal Year.
The fiscal year of the Corporation shall end on the thirty-
first of December in each year.
SECTION 7. Time Periods.
In applying any provision of these bylaws that 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.
SECTION 8. Confidentiality Policies.
The provisions of these Bylaws shall be subject to any
policies with respect to inspectors of election and confidential
proxy voting which may be adopted by the Board of Directors from
time to time and which are not inconsistent with applicable law.