EXHIBIT 3.4
BY-LAWS
OF
BE AEROSPACE, INC.
(amended as of October 24, 2002)
Section 1. LAW, CERTIFICATE OF INCORPORATION
AND BY-LAWS
1.1. These by-laws are subject to the certificate of
incorporation of the corporation. In these by-laws, references to law, the
certificate of incorporation and by-laws mean the law, the provisions of the
certificate of incorporation and the by-laws as from time to time in effect.
Section 2. STOCKHOLDERS
2.1. ANNUAL MEETING. The annual meeting of stockholders shall
be held at 10:30 a.m. on the third Wednesday in July in each year, unless that
day be a legal holiday at the place where the meeting is to be held, in which
case the meeting shall be held at the same hour on the next succeeding day not a
legal holiday, or at such other date and time as shall be designated from time
to time by the board of directors and stated in the notice of the meeting, at
which they shall elect a board of directors and stated in the notice of the
meeting, at which they shall elect a board of directs and transact such other
business as may be required by law or these by-laws or as may properly come
before the meeting.
2.2 SPECIAL MEETING. A special meeting of the stockholders may
be called at any time by the chairman of the board, if any, the president or the
board of directors. A special meeting of the stockholders shall be called by the
secretary, or in the case of the death, absence, incapacity or refusal of the
secretary, by an assistant secretary or some other officer, upon application of
a majority of the directors. Any such application shall state the purpose or
purposes of the proposed meeting. Any such call shall state the place, date,
hour, and purposes of the meeting.
2.3. PLACE OF MEETING. All meetings of the stockholders for
the election of directors or for any other purpose shall be held at such place
within or without the State of Delaware as may be determined from time to time
by the chairman of the board, if any, the president or the board of directors.
Any adjourned session of any meeting of the stockholders shall be held at the
place designated in the vote of adjournment.
2.4. NOTICE OF MEETINGS. Except as otherwise provided by law,
a written notice of each meeting of stockholders stating the place, day and hour
thereof and, in the case of a special meeting, the purposes for which the
meeting is called, shall be given not less than ten nor more than sixty days
before the meeting, to each stockholder entitled to vote the seat, and to each
stockholder who, by law, by the certificate of incorporation or by these
by-laws, is entitled to notice, by leaving such notice with him or at his
residence or usual place of business, or by depositing it in the United States
mail, postage prepaid, and addressed to such stockholder at his address as it
appears in the records of the corporation. Such notice shall be given by the
secretary, or by an officer or person designated by the board of directors, or
in the case of a special meeting by the officer calling the meeting. As to any
adjourned session of any meeting of stockholders, notice of the adjourned
meeting need not be given if the time and place thereof are announced at the
meeting at which the adjournment was taken except that if the adjournment is for
more than thirty days or if after the adjournment a new record date is set for
the adjourned session, notice of any such adjourned session of the meeting shall
be given in the manner heretofore described. No notice of any meeting of
stockholders or any adjourned session thereof need be given to a stockholder if
a written waiver of notice, executed before or after the meeting as such
adjourned session by such stockholder, is filed with the records of the meeting
or if the stockholder attends such meeting without objecting at the beginning of
the meeting 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 meeting of the stockholders or any adjourned session thereof
need be specified in any written waiver of notice.
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2.5. QUORUM OF STOCKHOLDERS. At any meeting of the
stockholders a quorum as to any matter shall consist of a majority of the votes
entitled to be cast on the matter, except where a larger quorum is required by
law, by the certificate of incorporation or by these by-laws. Any meeting may be
adjourned from time to time by a majority of the votes properly cast upon the
question, whether or not a quorum is present. If a quorum is present at an
original meeting, a quorum need not be present at an adjourned session of that
meeting. Shares of its own stock belonging to the corporation or to another
corporation, if a majority of the shares entitled to vote in the election of
directors of such other corporation is held, directly or indirectly, by the
corporation, shall neither be entitled to vote not be counted for quorum
purposes; provided, however, that the foregoing shall not limit the right of any
corporation to vote stock, including but not limited to its own stock, held by
it in a fiduciary capacity.
2.6. ACTION BY VOTE. When a quorum is present at any meeting,
a plurality of the votes properly cast for election to any office shall elect to
such office and a majority of the votes properly cast upon any question other
than an election to an office shall decide the question, except when a larger
vote is required by law, by the certificate of incorporation or by these
by-laws. No ballot shall be required for any election unless requested by a
stockholder present or represented at the meeting and entitled to vote in the
election.
2.7. ACTION WITHOUT MEETINGS. Unless otherwise provided in the
certificate of incorporation, any action required or permitted to be taken by
stockholders for or in connection with any corporate action may be taken without
a meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted.
If action is taken by unanimous consent of stockholders, the
writing or writings comprising such unanimous consent shall be filed with the
records of the meetings of stockholders.
If action is taken by less than unanimous consent of
stockholders and in accordance with the foregoing, there shall be filed with the
records of the meetings of stockholders the writing or writings comprising such
less than unanimous consent. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
who have not consented in writing and a certificate signed and attested to by
the secretary that such notice was given shall be filed with the records of the
meetings of stockholders.
In the event that the action which is consented to is such as
would have required the filing of a certificate under any of the provisions of
the General Corporation Law of Delaware, if such action had been voted upon by
the stockholders at a meeting thereof, the certificate filed under such
provision shall state that written consent has been given under Section 228 of
said General Corporation Law, in lieu of stating that the stockholders have
voted upon the corporate action in questions, if such last mentioned statement
is required thereby.
2.8. PROXY REPRESENTATION. Every stockholder may authorize
another person or persons to act for him by proxy in all matters in which a
stockholder is entitled to participate, whether by waiving notice of any
meeting, objecting to or voting or participating at a meeting, or expressing
consent or dissent without a meeting. Every proxy must be signed by the
stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon
after three years from its date unless such proxy provides for a longer period.
A duly executed proxy shall be irrevocable if it states that it is irrevocable
and, if, and only as long as, it is coupled with an interest sufficient in law
to support an irrevocable power. A proxy may be made irrevocable regardless of
whether the interest with which it is coupled is an interest in the stock itself
or an interest in the corporation generally. The authorization of a proxy may
but need not be limited to specified action, provided, however, that if a proxy
limits its authorization to a meeting or meetings of stockholders, unless
otherwise specifically provided such proxy shall entitle the holder thereof to
vote at any adjourned session but shall not be valid after the final adjournment
thereof.
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2.9. INSPECTORS. The directors or the person presiding at the
meeting may, but need not, appoint one or more inspectors of election and any
substitute inspectors to act at the meeting or any adjournment thereof. Each
inspector, before entering upon the discharge of his duties, shall take and sign
an oath faithfully to execute the duties of inspector at such meeting with
strict impartiality and according to the best of his ability. The inspectors, if
any, shall determine the number of shares of stock outstanding and the voting
power of each, the shares of stock represented at the meeting, the existence of
a quorum, the validity and effect of proxies, and shall receive votes, ballots
or consents, hear and determine all challenges and questions arising in
connection with the right to vote, count and tabulate all votes, ballots or
consents, determine the result, and do such acts as are proper to conduct the
election or vote with fairness to all stockholders. On request of the person
presiding at the meeting, the inspectors shall make a report in writing of any
challenge, question or matter determined by them and execute a certificate of
any fact found by them.
2.10. LIST OF STOCKHOLDERS. The secretary shall prepare and
make, at least ten days before every meeting of stockholders, a complete list of
the stockholders entitled to vote at such meeting, arranged in alphabetical
order and showing the address of each stockholder and the number of shares
registered in his name. The stock ledger shall be the only evidence as to who
are stockholders entitled to examine such list or to vote in person or by proxy
at such meeting.
2.11 BUSINESS OF MEETING. No business may be transacted at an
annual meeting of stockholders, other than business that is either (a) specified
in the notice of meeting (or any supplement thereto) given by or at the
direction of the Board of Directors (or any duly authorized committee thereof),
(b) otherwise properly brought before the annual meeting by or at the direction
of the Board of Directors (or any duly authorized committee thereof), or (c)
otherwise properly brought before the annual meeting by any stockholder of the
Company who (i) is a stockholder of record on the date of the giving of the
notice provided for in this Section 2.11 and on the record date for the
determination of stockholders entitled to vote at such annual meeting and (ii)
complies with the notice procedures set forth in this Section 2.11.
In addition to any other applicable requirements, for business
to be properly brought before an annual meeting by a stockholder, such
stockholder must have given timely notice thereof in proper written form to the
Secretary of the Company.
To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received by the Secretary of the Company not less
than fifty (50) days prior to the date of the annual meeting of stockholders;
provided, that in the event that less than 60 days' notice or prior public
disclosure of the date of the meeting is given or made to stockholders, notice
by the stockholder in order to be timely must be so received not later than the
close of business on the tenth (10th) day following the day on which such notice
of the date of the annual meeting was mailed or such public disclosure of the
date of the annual meeting was made, whichever first occurs.
To be proper written form, a stockholder's notice to the
Secretary must set forth as to each matter such stockholder proposes to bring
before the annual meeting (i) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (ii) the name and record address of such stockholder,
(iii) the class or series and number of shares of capital stock of the Company
which are owned beneficially or of record by such stockholder, (iv) a
description of all arrangements or understandings between such stockholder and
any other person or persons (including their names) in connection with the
proposal of such business by such stockholder and any material interest of such
stockholder in such business and (v) a representation that such stockholder
intends to appear in person or by proxy at the annual meeting to bring such
business before the meeting.
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No business shall be conducted at the annual meeting of
stockholders except business brought before the annual meeting in accordance
with the procedures set forth in this Section 2.11, provided, however, that,
once business has been properly brought before the annual meeting in accordance
with such procedures, nothing in this Section 2.11 shall be deemed to preclude
discussion by any stockholder of any such business. If the Chairman of an annual
meeting determines that business was not properly brought before the annual
meeting in accordance with the foregoing procedures, the Chairman of an annual
meeting determines that business was not properly brought before the meeting and
such business shall not be transacted.
Section 3. BOARD OF DIRECTORS
3.1. NUMBER. The number of directors which shall constitute
the whole board shall be not less than three and not more than 12. Within the
foregoing limits, the stockholders at the annual meeting shall determine the
number of directors and shall elect the number of directors as determined.
Within the foregoing limits, the number of directors may be increased at any
time or from time to time by the stockholders or by the directors by a vote of a
majority of the directors then in office. The number of directors may be
decreased to any number permitted by the foregoing at any time either by the
stockholders or by the directors by a vote of the majority of the directors then
in office, but only to eliminate vacancies existing by reason of the death,
resignation or removal or one or more directors. Directors need not be
stockholders.
3.2 CLASSIFICATION, ELECTION AND TENURE. The directors, other
than whose who may be elected by the holders of any class or series of
preference stock voting separately by class or series, shall be classified, with
respect to the duration of the term for which they severally hold office, into
three classes, designated Class I, Class II, and Class III, which shall be as
nearly equal in number as possible and as provided by resolution of the board of
directors in connection with such election.
Each initial director in Class I shall hold office for a term
expiring at the 1992 annual meeting of stockholders; each initial director of
Class II shall hold office for a term expiring at the 1993 annual meeting of
stockholders; and each initial director of Class III shall hold office for a
term expiring at the 1994 annual meeting of stockholders. Each director shall
serve until his successor is duly elected and qualified or until his earlier
death, resignation, removal or disqualification. At each annual meeting of
stockholders following the 1991 annual meeting, the stockholders shall elect the
successors to the class of directors whose term expires at that meeting to hold
office for a term expiring at the annual meeting of stockholders held in the
third year following the year of their election and until their successors have
been duly elected and qualified or until their earlier death, resignation,
removal or disqualification.
The board of directors shall increase or decrease the number
of directors in one or more classes as may be appropriate whenever it increases
or decreases the number of directors pursuant to Section 3.1, in order to ensure
that the three classes shall be as nearly equal in number as possible.
3.3. POWERS. The business and affairs of the corporation shall
be managed by or under the direction of the board of directors who shall have
and may exercise all the powers of the corporation and do all such lawful acts
and things as are not by law, the certificate of incorporation or these by-laws
directed or required to be exercised or done by the stockholders.
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3.4. VACANCIES. Vacancies and any newly created directorships
resulting from any increase in the number of directors may be filled by vote of
the stockholders at a meeting called for the purpose, or by a majority of the
directors then in office, although less than a quorum, or by a sole remaining
director. When one or more directors shall resign from the board, effective at a
future date, a majority of the directors then in office, including those who
have resigned, shall have power to fill such vacancy or vacancies, the vote or
action by writing thereon to take effect when such resignation or resignations
shall become effective. The directors shall have and may exercise all their
powers notwithstanding the existence of one or more vacancies in their number,
subject to any requirements of law or of the certificate of incorporation or of
these by-laws as to the number of directors required for a quorum or for any
vote or other actions.
3.5. COMMITTEES. The board of directors may, by vote of a
majority of the whole board, (a) designate, change the membership of or
terminate the existence of any committee or committees, each committee to
consist of one or more of the directors; (b) designate one or more directors as
alternative members of any such committee who may replace any absent or
disqualified member at any meeting of the committee; and (c) determine the
extent to which each such committee shall have and may exercise the powers of
the board of directors in the management of the business and affairs of the
corporation, including the power to authorize the seal of the corporation to be
affixed to all papers which require it and the power and authority to declare
dividends or to authorize the issuance of stock; excepting, however, such powers
which by law, by the certificate of incorporation or by these by-laws they are
prohibited from so delegating. In the absence or disqualification of any member
of such committee and his alternate, if any, the member or members thereof
present at any meeting and not disqualified from voting, whether or not
constituting a quorum, may unanimously appoint another member of the board of
directors to act at the meeting in the place of any such absent or disqualified
member. Except as the board of directors may otherwise determine, any committee
may make rules for the conduct of its business, but unless otherwise provided by
the board or such rules, its business shall be conducted as nearly as may be in
the same manner as is provided by these by-laws for the conduct of business by
the board of directors. Each committee shall keep regular minutes of its
meetings and report the same to the board of directors upon request.
3.6. REGULAR MEETINGS. Regular meetings of the board of
directors may be held without call or notice at such places within or without
the State of Delaware and at such times as the board may from time to time
determine, provided that notice of the first regular meeting following any such
determination shall be given to absent directors. A regular meeting of the
directors may be held without call or notice immediately after and at the same
place as the annual meeting of stockholders.
3.7 SPECIAL MEETINGS. Special meetings of the board of
directors may be held at any time and at any place within or without the State
of Delaware designated in the notice of the meeting, when called by the chairman
of the board, if any, the president, or by one-third or more in number of the
directors, reasonable notice thereof being given to each director by the
secretary or by the chairman of the board, if any, the president or any one of
the directors calling the meeting.
3.8 NOTICES. It shall be reasonable and sufficient notice to a
director to send notice by mail at least forty-eight hours or by telegram at
least twenty-four hours before the meeting addressed to him at his usual or last
known business or residence address or to give notice to him in person or by
telephone at least twenty-four hours before the meeting. Notice of a meeting
need not be given to any director if a written waiver of notice, executed by him
before or after the meeting, is filed with the records of the meeting, or to any
director who attends the meeting without protesting prior thereto or at its
commencement the lack of notice to him. Neither notice of a meeting nor a waiver
of a notice need specify the purposes of the meeting.
3.9. QUORUM. Except as may be otherwise provided by law, by
the certificate of incorporation or by these by-laws, at any meeting of the
directors a majority of the directors then in office shall constitute a quorum;
a quorum shall not in any case be less than one-third of the total number of
directors constituting the whole board. Any meeting may be adjourned from time
to time by a majority of the votes cast upon the question, whether or not a
quorum is present, and the meeting may be held as adjourned without further
notice.
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3.10. ACTION BY VOTE. Except as may be otherwise provided by
law, by the certificate of incorporation or by these by-laws, when a
quorum is present at any meeting the vote of a majority of the
directors present shall be the act of the board of directors.
3.11. ACTION WITHOUT A MEETING. Any action required or
permitted to be takes at any meeting of the board of directors or a
committee thereof may be taken without a meeting if all the members of
the board or of such committee, as the case may be, consent thereto in
writing, and such writing or writings are filed with the records of the
meetings of the board or of such committee. Such consent shall be
treated for all purposes as the act of the board or of such committee,
as the case may be.
3.12. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE.
Members of the board of directors, or any committee designated by such
board, may participate in a meeting of such board or committee by means
of conference telephone or similar communications equipment by means of
which all persons participating in the meting can hear each other or by
any other means permitted by law. Such participation shall constitute
presence in person at such meeting.
3.13. COMPENSATION. In the discretion of the board of
directors, each director may be paid such fees for his services as
director and be reimbursed for his reasonable expenses incurred in the
performance of his duties as director as the board of directors from
time to time may determine. Nothing contained in this section shall be
construed to preclude any director from serving the corporation in any
other capacity and receiving reasonable compensation therefor.
3.14. INTERESTED DIRECTORS AND OFFICERS.
(a) No contract or transaction between the corporation and one
or more of its directors or officers, or between the corporation and
any other corporation, partnership, association, or other organization
in which one or more of the corporation's directors or officers are
directors or officers, or have a financial interest, shall be void or
voidable solely for this reason, or solely because the director or
officer is present at or participates in the meeting of the board or
committee thereof which authorizes the contract or transaction, or
solely because his or their votes are counted for such purpose, if:
(1) The material facts as to his relationship or interest and
as to the contract or transaction are disclosed or are known to the
board of directors or the committee, and the board or committee in good
faith authorizes the contract or transaction by the affirmative votes
of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or
(2) The material facts as to his relationship or interest and
as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or transaction
is specifically approved in good faith by vote of the stockholders; or
(3) The contract or transaction is fair as to the corporation
as of the time it is authorized, approved or ratified, by the board of
directors, a committee thereof, or the stockholders.
(b) Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the board of
directors or of a committee which authorizes the contract or
transaction.
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Section 4. OFFICERS AND AGENTS
4.1. ENUMERATION; QUALIFICATION. The officers of the
corporation shall be a president, chief financial officer, a secretary and such
other officers, if any, as the board of directors from time to time may in its
discretion elect or appoint including without limitation a chairman of the
board, one or more vice presidents and a controller. The corporation may also
have such agents, if any, as the board of directors from time to time may in its
discretion choose. Any officer may be but none need be a director or
stockholder. Any two or more officers may be held by the same person. Any
officer may be required by the board of directors to secure the faithful
performance of his duties to the corporation by giving bond in such amount and
with sureties or otherwise as the board of directors may determine.
4.2. POWERS. Subject to law, to the certificate of
incorporation and to the other provisions of these by-laws, each officer shall
have, in addition to the duties and powers herein set forth, such duties and
powers as are commonly incident to his office and such additional duties and
powers as the board of directors may from time to time designate.
4.3. ELECTION. The officers may be elected by the board of
directors at their first meeting following the annual meeting of the
stockholders or at any other time. At any time or from time to time the
directors may delegate to any officer their power to elect or appoint any other
officer or any agents.
4.4. TENURE. Each officer shall hold office until the first
meeting of the board of directors following the next annual meeting of the
stockholders and until his respective successor is chosen and qualified unless a
shorter period shall have been specified by the terms of his election or
appointment, or in each case until he sooner dies, resigns, is removed or
becomes disqualified. Each agent shall retain his authority at the pleasure of
the directors, or the officer by whom he was appointed or by the officer who
then holds agent appointive power.
4.5. CHAIRMAN OF THE BOARD OF DIRECTORS, PRESIDENT AND VICE
PRESIDENT. The chairman of the board, if any, shall have such duties and powers
as shall be designated from time to time by the board of directors. Unless the
board of directors otherwise specifies, the chairman of the board, or if there
is none the chief executive officer, shall preside, or designate the person who
shall preside, at all meetings of the stockholders and of the board of
directors.
Unless the board of directors otherwise specifies, the
president shall be the chief executive officer and shall have direct charge of
all business operations of the corporation and, subject to the control of the
directors, shall have general charge and supervision of the business of the
corporation.
Any vice presidents shall have such duties and powers as shall
be set forth in these by-laws or as shall be designated from time to time by the
board of directors or by the president.
4.6. CHIEF FINANCIAL OFFICER. The chief financial officer of
the corporation shall be in charge of its funds and valuable papers, and shall
have such other duties and powers as may be designated from time to time by the
board of directors or by the president. If no controller is elected, the chief
financial officer shall also have the duties and powers of the controller.
4.7. CONTROLLER AND ASSISTANT CONTROLLERS. If a controller is
elected, he shall be in charge of the corporation's books of account and
accounting records, and of its accounting procedures. He shall have such other
duties and powers as may be designated from time to time by the board of
directors, the president or the chief financial officer.
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Any assistant controller shall have such duties and powers as
shall be designated from time to time by the board of directors, the president,
the chief financial officer or the controller.
4.8. SECRETARY AND ASSISTANT SECRETARIES. The secretary shall
record all proceedings of the stockholders, of the board of directors and of
committees of the board of directors in a book or series of books to be kept
therefor and shall file therein all actions by written consent of stockholders
or directors. In the absence of the secretary from any meeting, an assistant
secretary, or if there be none or he is absent, a temporary secretary chosen at
the meeting, shall record the proceedings thereof. Unless a transfer agent has
been appointed the secretary shall keep or cause to be kept the stock and
transfer records of the corporation, which shall contain the names and record
addresses of all stockholders and the number of shares registered in the name
of each stockholder. He shall have such other duties and powers as may from
time to time be designated by the board of directors or the president.
Any assistant secretaries shall have such duties and powers as
shall be designated from time to time by the board of directors, the president
or the secretary.
Section 5. RESIGNATIONS AND REMOVALS
5.1. Any director or officer may resign at any time by
delivering his resignation in writing to the chairman of the board, if any, the
president, or the secretary or to a meeting of the board of directors. Such
resignations shall be effective upon receipt unless specified to be effective at
some other time, and without in either case the necessity of its being accepted
unless the resignation shall so state. Except as otherwise provided in the
certificate of incorporation or these by-laws relating to the rights of the
holders of any class or series of preference sk, voting separately by class or
series, to elect directors under specified circumstances, any director or
directors may be removed from office at any time, but only for cause and only by
the affirmative vote, at any regular meeting or special meeting of the
stockholders, of not less than two-thirds of the total number of votes of the
then outstanding shares of capital stock of the corporation entitled to vote
generally in the election of directors, voting together as a single class, but
only if notice of such proposal was contained in the notice of such meeting. Any
vacancy in the board of directors resulting from any such removal may be filed
by vote of a majority of the directors then in office, although less than a
quorum, and any director or directors so chosen shall hold office until the next
election of the class for which such directors shall have been chosen and until
their successors shall be elected and qualified or until their earlier death,
resignation or removal. The board of directors may at any time remove any
officer wither with or without cause. The board of directors may at any time
terminate or modify the authority of any agent. No director or officer resigning
and (except where a right to receive compensation shall be expressly provided in
a duly authorized written agreement with the corporation) no director or officer
removed shall have any right to any compensation as such director or officer for
any period following his resignation or removal, or any right to damages on
account of such removal, whether his compensation be by the month or by the year
or otherwise; unless, in the case of a resignation, the directors, or, in the
case of removal, the body acting on the removal, shall in their or its
discretion provide for compensation.
Section 6. VACANCIES
6.1. If the office of the president or the chief financial
officer or the secretary becomes vacant, the directors may elect a successor by
vote of a majority of the directors then in office. If the office of any other
officer becomes vacant, any person or body empowered to elect or appoint that
officer may choose a successor. Each such successor shall hold office for the
unexpired term, and in the case of the president, the chief financial officer
and the secretary until his successor is chosen and qualified or in each case
until he sooner dies, resigns, is removed or becomes disqualified. Any vacancy
of a directorship shall be filled as specified in Section 3.4 of these by-laws.
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Section 7. CAPITAL STOCK
7.1. STOCK CERTIFICATES. Each stockholders shall be entitled
to a certificate stating the number and the class and the designation of the
series, if any, of the shares held by him, in such form as shall, in conformity
to law, the certificate of incorporation and the by-laws, be prescribed from
time to time by the board of directors. Such certificate shall be signed by the
chairman or vice chairman of the board, if any, or the president or a vice
president and by the chief financial officer or by the secretary or an assistant
secretary. Any of or all the signatures on the certificate may be a facsimile.
In case an officer, transfer agent, or registrar who has signed or whose
facsimile signature has been placed on such certificate shall have ceased to be
such officer, transfer agent, or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he were such
officer, transfer agent, or registrar at the time of its issue.
7.2. LOSS OF CERTIFICATES. In the case of the alleged theft,
loss, destruction or mutilation of a certificate of stock, a duplicate
certificate may be issued in place thereof, upon such terms, including receipt
of a bond sufficient to indemnify the corporation against any claim on account
thereof, as the board of directors may prescribe.
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Section 8. TRANSFER OF SHARES OF STOCK
8.1. TRANSFER ON BOOKS. Subject to the restrictions, if any,
stated as noted on the stock certificate, shares of stock may be transferred on
the books of the corporation by the surrender to the corporation or its transfer
agent of the certificate therefor properly endorsed or accompanied by a written
assignment and power of attorney properly executed, with necessary transfer
stamps affixed, and with such proof of the authenticity of signature as the
board of directors of the transfer agent of the corporation may reasonably
require. Except as may be otherwise required by law, by the certificate of
incorporation or by these by-laws, the corporation shall be entitled to treat
the record holder of stock as shown on its books as the owner of such stock for
all purposes, including the payment of dividends and the right to receive notice
and to vote or to give any consent with respect thereto and to be held liable
for such calls and assessments, if any, as may lawfully be made thereon,
regardless of any transfer, pledge or other disposition of such stock until the
shares have been properly transferred on the books of the corporation.
It shall be the duty of each stockholder to notify the
corporation of his post office address.
8.2. RECORD DATE AND CLOSING TRANSFER BOOKS. In order that the
corporation may determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the board of directors may fix, in
advance, a record date, which shall not be more than sixty nor less than ten
days (or such longer period as may be required by law) before the date of such
meeting, nor more than sixty days prior to any other action.
If no record date is fixed:
(a) 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.
(b) The record date for determining stockholders entitled to
express consent to corporate action in writing without a meeting, when no prior
action by the board of directors is necessary, shall be the day on which the
first written consent is expressed.
(c) The record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the board of
directors adopts the resolution relating thereto.
A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the board of directors may fix a new record
date for the adjourned meeting.
Section 9. CORPORATE SEAL
9.1. Subject to alteration by the directors, the seal of the
corporation shall consist of a flat-faced circular die with the word "Delaware"
and the name of the corporation cut or engraved thereon, together with such
other words, dates or images as may be approved from time to time by the
directors.
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Section 10. EXECUTION OF PAPERS
10.1. Except as the board of directors may generally or in
particular cases authorize the execution thereof in some other manner, all
deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other
obligations made, accepted or endorsed by the corporation shall be signed by the
chairman of the board, if any, the president, a vice president or the chief
financial officer.
Section 11. FISCAL YEAR
11.1. The fiscal year of the corporation shall end on December
31 of each year.
Section 12. AMENDMENTS
12.1. These by-laws may be adopted, amended or repealed by
vote of a majority of the directors then in office or by vote of a majority of
the stock outstanding and entitled to vote.
Any by-law, whether adopted, amended or repealed by the
stockholders or directors, may be amended or reinstated by the stockholders or
the directors.