BYLAWS OF
PAMET SYSTEMS, INC.
Table of Contents
Page
ARTICLE I: Articles of Organization 1
ARTICLE II: Offices 1
ARTICLE III: Fiscal Year 1
ARTICLE IV: Stockholders 1
Section 1: Annual Meetings 1
Section 2: Special Meetings 1
Section 3: Place of Meetings 2
Section 4: Notice of Meetings 2
Section 5: Quorum 2
Section 6: Action by Vote 2
Section 7: Voting 3
Section 8: Action by Consent 3
Section 9: Proxies 3
ARTICLE V: Directors 4
Section 1: Enumeration, Election, and Term of Office 4
Section 2: Powers 4
Section 3: Regular Meetings 4
Section 4: Special Meetings 4
Section 5: Notices 4
Section 6: Quorum 5
Section 7: Action by Consent 5
Section 8: Committee 5
Section 9: Meetings by Telecommunications 5
Section 10: Compensation 5
ARTICLE VI: Officers and Agents 6
Section 1: Enumeration, Qualification, Term 6
Section 2: Powers 6
Section 3: President (Vice President) 6
Section 4: Treasurer (Assistant Treasurer) 7
Section 5: Clerk (Assistant Clerk) 7
Section 6: Secretary 8
Section 7: Salaries 8
ARTICLE VII: Resignations, Removals and Vacancies 8
Section 1: Resignations 8
Section 2: Removals 8
Section 3: Vacancies 9
ARTICLE VIII: Indemnification of Directors and Others 9
ARTICLE IX: Stock 10
Section 1: Authorized Stock 10
Section 2: Issue of Authorized Unissued Stock 10
Section 3: Certificates of Stock 10
Section 4: Transfers 11
Section 5: Lost/Mutilated/Destroyed Certificates 11
Section 6: Transfer Agent and Registrar 11
Section 7: Setting Record Date/Closing Transfer 11
Section 8: Voting Shares by Certain Holders 12
ARTICLE X: Miscellaneous Provisions 12
Section 1: Execution of Papers 12
Section 2: Voting of Securities 12
Section 3: Corporate Seal 12
Section 4: Corporate Records 13
Section 5: Evidence of Authority 13
ARTICLE XI: Dividends 13
ARTICLE XII: Amendments 13
PAMET SYSTEMS, INC.
BYLAWS
ARTICLE I: Articles of Organization
The name and purposes of the corporation shall be as set forth in
the Articles of Organization. These Bylaws, the powers of the corporation and
its Directors and Stockholders, and all matters concerning the conduct and
regulation of the business of the corporation, shall be subject to such
provisions in regard thereto, if any, as are set forth in the Articles of
Organization. All references in these Bylaws to the Articles of Organization
shall be construed to mean the Articles of Organization of the corporation as
from time to time amended or restated.
ARTICLE II: Offices
The principal office of the corporation within the Commonwealth of
Massachusetts shall be at: 1000 Main Street, Acton, MA 01720
The corporation may have such other offices, either within or
without the Commonwealth as the Board of Directors may designate or as the
business of the corporation may from time to time require.
ARTICLE III: Fiscal Year
Except as from time to time otherwise determined by the Directors,
the fiscal year of the corporation shall in each year-end on December 31.
ARTICLE IV: Stockholders
Section 1: Annual Meetings. The Annual Meeting of the Stockholders
shall be held on the first Tuesday in May unless otherwise fixed by the Board
of Directors or stated in the notice of the meeting. The purposes for which
the Annual Meeting is to be held, in addition to those prescribed by law, by
the Articles of Organization or these Bylaws, may be specified by the Board of
Directors or the President. If no Annual Meeting has been held on the date
fixed above, a special meeting in lieu thereof may be held and such special
meeting shall have for the purposes of these Bylaws or otherwise, all the
force and effect of an annual meeting.
Section 2: Special Meetings. A special meeting of the Stockholders
may be called at any time by the Chairman of the Board of the Director, the
President, or by a majority of the Directors acting by vote or by written
instrument or instruments signed by them, and a special meeting of the
Stockholders shall be called by the Clerk, or in the case of the death,
absence, incapacity or refusal of the Clerk, by any other Officer, upon
written application of one or more stockholders who hold at least one-tenth
(1/10) part in interest of the stock entitled to vote at the meeting. Such
call shall state the time, place and purposes of the meeting, but no call of a
special meeting of the Stockholders shall be required if such notice of the
meeting shall have been waived in writing (including a telegram) by every
Stockholder entitled to notice thereof, or by his or her attorney thereunto
authorized.
Section 3: Place of Meetings. All meetings of the Stockholders
shall be held at the principal office of The corporation in Massachusetts
unless a different place within Massachusetts or, if permitted by the articles
of Organization, elsewhere within the United States, is designated by the
President, or by a majority of the Directors acting by vote or by written
instrument or instruments signed by them and stated in the notice of meeting.
Any adjourned session of any meeting of the Stockholders shall be held at such
place within Massachusetts or elsewhere if permitted in the Articles of
Organization, as is designated in the vote of adjournment.
Section 4: Notice of Meetings. A written notice of the place,
date and hour of all meetings of Stockholders, stating the purposes of the
meeting shall be given at least seven (7) days before the meeting to each
Stockholder entitled to vote thereat and to each Stockholder who is otherwise
entitled by law or by the Articles of Organization to such notice, by leaving
such notice with him or her or at his or her residence or usual place of
business, or by mailing it, postage prepaid, and addressed to such Stockholder
at his or her address as it appears in the records of the corporation. Such
notice shall be given by the Clerk, or in case of the death, absence,
incapacity or refusal of the Clerk, by any other officer or by a person
designated either by the Clerk, by the person or persons calling the meeting
or by the Board of Directors. Whenever notice of a meeting is required to be
given a Stockholder under any provision of law, of The Articles of
Organization, or of these Bylaws, a written waiver thereof, executed before or
after the meeting by such stockholder or his attorney thereunto authorized,
and filed with the records of the meeting, shall be deemed equivalent to such
notice.
Section 5: Quorum. At any meeting of Stockholders, a majority of
the outstanding shares of the corporation entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting of Stockholders,
except that if two or more classes or series of stock are entitled to vote on
any matter as separate classes or series then in the case of each such class
or series, a quorum for that matter shall consist of a majority of all shares
of that class or series, represented in person or by proxy. If less than such
numbers of the outstanding shares are represented at a meeting, a majority of
the shares so represented may adjourn the meeting from time to time without
further notice. At such adjourned meeting at which a quorum shall be present
or represented, any business may be transacted which might have been
transacted at the meeting as originally notified. The Stockholders present at
a duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough Stockholders to leave less than a
quorum.
Section 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, 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 Articles of Organization or by these Bylaws. No ballot shall be
required for any election or vote unless requested by a Stockholder present or
represented at the meeting and entitled to vote in the election.
Section 7: Voting. Stockholders entitled to vote shall have one
vote, in person or by proxy, for each share of stock entitled to vote held by
them as of the record date fixed by the Board of Directors, according to the
records of the corporation, and a proportionate vote for a fractional share,
unless otherwise provided by the Articles of Organization. The corporation
shall not directly or indirectly, vote any share of its own stock. Unless
otherwise provided by law, at each election for Directors stating the number
and the class and the designation of the series, if any, of the shares held by
each stockholder. Such certificate shall be signed by the President and the
Treasurer. Such signatures may be facsimiles if the certificate is signed by a
transfer agent, or by a registrar, other than a Director, officer or employee
of the corporation. Every certificate for shares of stock subject to any
restriction on transfer pursuant to the Articles of Organization, these
Bylaws, or any agreement to which the corporation is a party, shall have the
restrictions noted conspicuously on the certificate and shall also set forth
on the face or back either the full text of the restriction or a statement of
the existence of such restriction and a statement that the corporation will
furnish a copy to the holder of such certificate upon written request and
without charge. Every certificate issued when the corporation is authorized
to issue more than one class or series of stock shall set forth on its face or
back either the full text of the preferences, voting powers, qualifications
and special and relative rights of the shares of each class and series
authorized to be issued or a statement of the existence of such preferences,
powers, qualifications and rights, and a statement that the corporation will
furnish a copy thereof to the holder of such certificate upon written request
and without charge. If the Board of Directors authorize the issuance of
uncertificated shares, it shall authorize and empower a transfer every
Shareholder entitled to vote at such election shall have the right to vote, in
person or by proxy, the number of shares owned by him or her for as many
persons as there are Directors to be elected and for whose election he or she
has a right to vote. There shall be no cumulative voting.
Section 8: Action by Consent. Any action required or permitted to
be taken at any meeting of the Stockholders may be taken without a meeting if
all Stockholders entitled to vote on the matter consent to the action in
writing and the written consents are filed with the records of the meetings of
Stockholders. Such consents shall be treated for all purposes as a vote at a
meeting.
Section 9: Proxies. Stockholders entitled to vote may vote either
in person or by proxy in writing dated not more than six (6) months before the
meeting named therein, which proxies shall be filed with the Clerk or other
person responsible to record the proceedings of the meeting before being
voted. Unless otherwise specifically limited by their terms, such proxies
shall entitle the holders thereof to vote at any adjournment of such meeting
but shall not be valid after the final adjournment of such meeting. A proxy
with respect to stock held in the name of two or more persons shall be valid
if executed by any one of them unless at or prior to exercise of the proxy The
corporation receives a specific written notice to the contrary from any one 0
f them. A proxy purporting to be executed by or on behalf of a Stockholder
shall be deemed valid unless challenged at or prior to its exercise and the
burden of proving invalidity shall rest on the challenger.
ARTICLE V: Directors
Section 1: Enumeration. Election and Term of Office. The Board of
Directors shall consist of not fewer than three (3) Directors. Each
Director elected shall hold office until a successor is elected and
qualified.
Section 2: Powers. The Board of Directors, subject to any action
at any time taken by such Stockholders as then have the right to vote, shall
have the entire charge, control and management of the corporation, its
property and business and may exercise all or any of its powers.
Section 3: Regular Meetings. Regular meetings of the Board of
Directors shall be held without other notice than this Bylaw, immediately
following and at the same place as the annual meeting of Shareholders; they
otherwise may be held at such times and places within or without the
Commonwealth of Massachusetts as the Board of Directors may fix from time to
time and, when so fixed, no notice thereof need be given, provided that any
Director who is absent when such times and places are fixed shall be given
notice as provided in Section S of this Article V, of the fixing of such times
and places and provided further that any resolution related to the holding of
regular meetings shall remain in force only until the next annual meeting of
Stockholders. If in any year a meeting of the Board of Directors is not held
at such time and place, any action to be taken may be taken at any later
meeting of the Board of Directors with the same force and effect as if held or
transacted at such meeting.
Section 4: Special Meetings. Special meetings of the Directors may
be called by the Chairman of the Board of Directors, the President or by the
Treasurer or by the Clerk or by any two (2) Directors, and shall be held at
the place designated in the call thereof.
Section 5: Notices. Notice of any special meeting of the Directors
shall be given by the Clerk or Secretary to each Director, by mailing to such
Director, postage prepaid, or by telefaxing to such Director, and addressed to
him or her at his or her address as registered on the books of the
corporation, or if not so registered, at his or her last-known home or
business address, a written notice of such meeting at least forty-eight (48)
hours before the meeting or by delivering such notice to him or her at least
twenty-four (24) hours before the meeting or by sending to him or her at least
twenty-four (24) hours before the meeting by telefax or by prepaid telegram
addressed to him or her at such address, notice of such meeting. If the Clerk
or Secretary refuses or neglects for more than twenty-four (24) hours after
receipt of a call to give notice of such special meeting, or if the offices of
Clerk and Secretary are vacant or the Clerk and Secretary are absent from the
Commonwealth of Massachusetts, or incapacitated, such notice may be given by
the officer or one of the Directors calling the meeting. Notice need not be
given to any Director if a written waiver of notice, executed by such Director
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. A notice or waiver of notice of a
Directors' meeting need not specify the purposes of the meeting.
Section 6: Quorum. At any meeting of the Directors, a quorum for
any election or for tile consideration of any question shall consist of a
majority of the Directors then in office. Whether or not a quorum is present,
any meeting may be adjourned from time to time by a majority of the votes
properly cast upon the question, and the meeting may be held as adjourned
without further notice. When a quorum is present at any meeting, the votes of
a majority of the Directors present shall be requisite and sufficient for
election to any office and shall decide any question brought before such
meeting, except in any case where a different vote is required by law, by the
Articles of Organization or by these Bylaws.
Section 7: Action by Consent. Any action required or permitted to
be taken at any meeting of the Directors may be taken without a meeting if all
the Directors consent to the action in writing and the written consents are
filed with the records of the meetings of the Directors. Such consent shall
be treated for all purposes as a vote of the Directors at a meeting.
Section 8: Committee. The Board of Directors, by vote of a
majority of the Directors then in office, may elect from its number an
Executive Committee or other committees and may delegate thereto some or all
of its powers except those which by law, by the Articles of Organization, or
by these Bylaws may not be delegated. Except as the Board of Directors may
otherwise determine, any such committee may make rules for conduct of its
business, but unless otherwise provided by the Board of Directors or in such
rules, its business shall be conducted so far as possible in the same manner
as is provided by these Bylaws for the Board of Directors. The Board of
Directors may abolish any such committee at any time. Any committee to which
the Board of Directors delegates any of its powers or duties shall keep
records of its meetings and shall upon request report its action to the Board
of Directors. The Board of Directors shall have power to rescind any action
of any committee.
Section 9: Meetings by Telecommunications. Members of the Board
of Directors or any committee elected thereby may participate in a meeting of
such Board or committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in a
meeting can bear each other at the same time and participation by such means
shall constitute presence in person at the meeting.
Section 10: Compensation. Compensation shall be paid to Directors
as fixed from time to time by vote of the Board. Nothing herein contained
shall be construed to preclude any Director from serving the corporation in
any other capacity and receiving compensation thereof.
ARTICLE VI: Officers and Agents
Section 1: Enumeration, Qualification and Term of Office. The
officers of the corporation shall be a Chairman of the Board of Directors, a
President, a Treasurer, a Clerk and such other Officers, if any, as the
incorporators at their initial meeting, or the Directors from time to time,
may in their discretion elect or appoint. The corporation may also have such
agents, if any, as the incorporators at their initial meeting, or the
Directors from time to time may in their discretion appoint. Any officer may
be but none need be a Director or Stockholder. The Clerk shall be a resident
of Massachusetts unless the corporation has a resident agent appointed for the
purpose of service of process. Any two or more offices may be held by time
same person. Any officer may be required by the Directors to give bond for the
faithful performance of his or her duties, to the corporation in said amount
and with such sureties as the Directors may determine. The premiums for such
bonds may be paid by the corporation. The Chairman of the Board of Directors,
President, the Treasurer and the Clerk shall be selected annually by the
Directors at their first meeting following the annual meeting of the
Stockholders. Other officers, if any, may be elected or appointed by the Board
of Directors at said meeting or at any other time. Except as otherwise
provided by law or by the Articles of Organization or by these Bylaws, the
Chairman of the Board of Directors, the President, the Treasurer and the Clerk
shall hold office until the first meeting of the Directors following the next
annual meeting of the Stockholders and until their respective successors are
chosen and qualified, and each other officer shall hold office until the first
meeting of the Directors following the next annual meeting of the Stockholders
and until their respective successors are chosen and qualified, unless a
different period shall have been specified by the terms of election or
appointment, or in each case until he or she sooner dies, resigns, is removed
or becomes disqualified. Each agent shall retain his authority at the
pleasure of the Directors.
Section 2: Powers. Subject to law, to the Articles of
Organization, and to the other provisions of these Bylaws, 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 duties and powers as
the Directors may from time to time designate.
Section 3: Chairman of the Board of Directors. The Chairman of
the Board of Directors, if there be one, shall preside at all meetings of the
stockholders and of the Board of Directors. Except where by law the signature
of the President is required, the Chairman of the Board of Directors shall
possess the same power as the President to sign all contracts, certificates
and other instruments of the Corporation, which may be authorized by the Board
of Directors. During the absence or disability of the President, the Chairman
of the Board of Directors shall exercise all the powers and discharge all the
duties of President. The Chairman of the Board of Directors shall also perform
such other duties and may exercise such other powers as from time to time may
be assigned to him by these by-laws or by the Board of Directors.
Section 3A: President (and Vice Presidents). The President shall be
the chief executive officer of the corporation and shall, subject to the
direction of the Board of Directors, have general supervision and control of
its business. Unless otherwise provided by the Board of Directors, he or she
shall preside, when present, at all meetings of stockholders and of the Board
of Directors. He may sign, with the Treasurer of the corporation, certificates
for shares of the corporation, any deeds, mortgages, bonds, contracts, or
other instruments which the Directors have authorized to be executed, except
in cases where the signing and execution thereof shall be expressly delegated
by the Directors or by the Bylaws to some other officer or agent of the
corporation, or shall be required by law to be otherwise signed or executed;
and in general, shall perform all duties incident to the office of President
and such other duties as may be prescribed by the Directors from time to time.
In the absence or disability of the President, his powers or duties shall be
performed by the Chairman of the Board of Directors, if there shall be one,
or if there shall be none, by the Vice president, if only one, or, if more
than one, by the one designated for the purpose by the Directors. Any Vice
President shall have such other powers and shall perform such other duties as
the Board of Directors may from time to time designate.
Section 4: Treasurer (and Assistant Treasurer). The Treasurer
shall, subject to the direction of the Board of- Directors, have general
charge of the financial affairs of the corporation and shall cause to be kept
accurate books of account. He or she shall have custody of all funds,
securities, and valuable documents of the corporation, except as the Board of
Directors may otherwise provide; shall receive and give receipts for moneys
due and payable to the corporation from any source whatsoever, and deposit all
such moneys in the name of the corporation in such banks, trust companies or
other depositories as shall be selected in accordance with these Bylaws, and
in general perform all of the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him by the President
or by the Directors.
In the absence or disability of the Treasurer, his powers and
duties shall be performed by the Assistant Treasurer, if only one, or, if more
than one, by the one designated for the purpose by the Directors. Any
Assistant Treasurer shall have such other powers and perform such other duties
as the Board of Directors may from time to time designate.
Section 5: Clerk (and Assistant Clerks). The Clerk shall keep a
record of the meetings of Stockholders. In the event there is no Secretary or
he or she is absent, the Clerk or an Assistant Clerk shall keep a record of
the meetings of the Board of Directors. He or she shall see that all notices
are duly given in accordance with the provisions of these Bylaws or as
required by law, shall be custodian of the corporate records and of the seal
of the corporation, and shall keep a register of the post office address of
each Stockholder which shall be furnished to the Clerk by such Stockholder.
Unless the Directors shall appoint a transfer agent and/or registrar or other
officer or officers for the purpose, the Clerk shall be charged with the duty
of keeping, or causing to be kept, accurate records of all stock outstanding,
stock certificates issued and stock transfers.
In the absence of the Clerk from any meeting of the Stockholders
an Assistant Clerk if one be elected, otherwise a Temporary Clerk designated
by the person presiding at the meeting shall perform the duties of the Clerk.
An Assistant Clerk shall have such other powers and perform such other duties
as the Board of Directors may from time to time designate.
Section 6: Secretary. The Secretary, if one be elected or
appointed, shall keep a record of the meetings of the Board of Directors. In
the absence of the Secretary, the Clerk and any Assistant Clerk, a Temporary
Secretary shall be designated by the person presiding at such meeting, to
perform the duties of the Secretary.
Section 7: Salaries. The salaries of the officers shall be fixed
from time to time by the Directors, and no officer shall be prevented from
receiving such salary by reason of the fact that he or she is also a Director
of the corporation.
ARTICLE VII: Resignations, Removals and Vacancies
Section 1: Resignations. Any Director or officer may resign at
any time by delivering his or her resignation in writing to the President or
the Clerk or to a meeting of the Board of Directors. Such resignation shall
take effect at such time as is specified therein, or if no such time is so
specified, then upon delivery thereof, and the acceptance of the resignation
shall not be necessary to make it effective.
Section 2: Removals. Directors, including Directors elected by
the Directors to fill vacancies in the Board, may be removed with or without
assignment of cause by vote of the holders of the majority of the shares
entitled to vote in the election of Directors, provided that the Directors
elected by a particular class of Stockholders, may be removed only by the vote
of the holders of a majority of the shares of the particular class of
Stockholders entitled to vote for the election of such Directors.
The Directors may by vote of a majority of the Directors then in
office remove any Director for cause.
The Directors may remove any officer from office with or without
assignment of cause by vote of a majority of the Directors then in office.
If cause is assigned for removal of any Director or officer, such
Director or officer may be removed only after reasonable notice and
opportunity to be heard before the body proposing to remove him.
The Directors may terminate or modify the authority of any agent
or employee.
Except as The Directors may otherwise determine, no Director or
officer who resigns or is removed shall have any right to any compensation as
such Director or officer for any period following his or her resignation or
removal, or any right to damages on account of such removal, whether his or
her compensation be by month or by the year or otherwise, provided, however,
that the foregoing provisions shall not prevent such Director or officer from
obtaining damages for breach of any contract of employment legally binding
upon the corporation.
Section 3: Vacancies. Any vacancy in the Board of Directors,
including a vacancy resulting from an enlargement of the Board, may be filled
by vote of a majority of the Directors then in office or, in the absence of
such election by the Directors, by the Stockholders at a meeting called for
the purpose; provided however, that any vacancy resulting from action by the
Stockholders may be filled by the Stockholders at The same meeting at which
such action was taken by them.
If the office of any officer becomes vacant, the Directors may
elect or appoint a successor by vote of a majority of the Directors present at
the meeting at which such election or appointment is made.
Each such successor shall hold office for the unexpired term of
his or her predecessor and until a successor shall be elected or appointed and
qualified, or until he or she sooner dies, resigns, is removed or becomes
disqualified.
ARTICLE VIII: Indemnification of Directors and others
The corporation shall, to the extent legally permissible,
indemnify any person serving or who has served as a Director or officer of the
corporation or at its request as a director, officer, trustee, employee or
other agent of any organization in which the corporation owns shares or of
which it is a creditor, against all liabilities and expenses, including
amounts paid in satisfaction of judgments, in compromise or as fines and
penalties, and counsel fees, reasonably incurred by him or her in connection
with the defense or disposition of any action, suit or other proceeding,
whether civil or criminal, in which he or she may be involved or with which he
or she may be threatened, while serving or thereafter, by reason of being or
having been such a director, officer, trustee, employee or agent, except with
respect to any matter as to which he or she shall have been adjudicated in any
proceeding not to have acted in good faith in the reasonable belief that such
action was in the best interests of the corporation; provided however, that as
to any matter disposed of by a compromise payment by such director, officer,
trustee, employee or agent, pursuant to a consent decree on otherwise, no
indemnification either for said payment or for any other expenses shall be
provided unless:
a. Such compromise shall be approved as in the best interest of
the corporation, after notice that it involves such
indemnification:
(1) By a disinterested majority of the Directors then in
office; or (2) by the holders of a majority of the outstanding
stock at the time entitled to vote for Directors, voting as a
single class, exclusive of any stock owned by any interested
Director or officer or
b. In the absence of action by disinterested Directors or
Stockholders, there has been obtained at the request of a
majority of the Directors then in office, an opinion in
writing, of independent legal counsel to the effect that such
Director or Officer appears to have acted in good faith in the
reasonable belief that his or her action was in the best
interest of the corporation.
Expenses including counsel fees, reasonably incurred by any such director,
officer, trustee, employee or agent in connection with the defense or
disposition of any such action, suit or other proceeding may be paid from time
to time by the corporation in advance of the final disposition thereof upon
receipt of a statement signed by such director, officer, trustee, employee or
agent promising to repay the amounts so paid by the corporation if it is
ultimately determined that indemnification for such expenses is not authorized
under this section. The right of indemnification hereby provided shall not be
exclusive of or affect any other rights to which any such director, officer,
trustee, employee or agent may be entitled. Nothing contained in this Article
shall affect any rights to indemnification to which corporate personnel other
than such directors, officers, trustees, employees or agents may be entitled
by contract or otherwise under law. As used in this Article the terms
"director", "officer", and "trustee", "employee" and "agent" include their
respective heirs, executors and administrators, and an "interested" director,
officer, trustee, employee or agent is one against whom in such capacity the
proceedings in question or other proceedings on the same or similar grounds is
then pending.
ARTICLE IX: Stock
Section 1: Stock Authorized. The total number of shares and the
par value, if any, of each class of stock which the corporation is authorized
to issue, and if more than one class is authorized, a description of each
class with the preferences, voting powers, qualifications and special and
relative rights and privileges as to each class and any series thereof, shall
be as stated in the Articles of Organization.
Section 2: Issue of Authorized Unissued Capital Stock. Any
unissued capital stock from time to time authorized under the Articles of
Organization may be issued by vote of the Directors. No such stock shall be
issued unless the cash, so far as due, or the property, services or expenses
for which it was authorized to be issued, has been actually received or
incurred by, or conveyed or rendered to, the corporation, or is in its
possession as surplus.
Section 3: Certificates of Stock. The corporation may issue its
shares in certificated or uncertificated form, as shall be determined by the
Board of Directors in accordance with Massachusetts law. Stock certificates
shall be in the form selected by the Board of Directors Agent to maintain a
record of stockholders and the shares held by them and the corporation shall
furnish to the stockholder a statement setting forth such restrictions on
transfer, preferences, voting powers, qualifications and special and relative
rights of the shares of each class and series."
Section 4: Transfers. Subject to the restrictions, if any,
imposed by the Articles organization, these Bylaws or any agreement to which
the corporation is a party, shares of stock shall be transferred or' the books
of the corporation only by the surrender to the corporation or its transfer
agent of the certificate representing such shares properly endorsed or
accompanied by a written assignment of such shares or by a written power of
attorney to sell, assign, or transfer such shares, properly executed, with
necessary transfer stamps affixed, and with such proof that the endorsement,
assignment or power of attorney is genuine and effective as the corporation or
its transfer agent may reasonably require. Except as may be otherwise
required by law, 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 vote with respect thereto,
regardless of any equitable or other claim of interest or of any transfer,
pledge or other disposition of such stock, until the shares have been
transferred on the books of the corporation in accordance with the
requirements of these Bylaws. It shall be the duty of each Stockholder to
notify the corporation of his or her post office address.
Section 5: Lost, mutilated or Destroyed Certificates. Except as
otherwise provided by law, the Board Directors may determine the conditions
upon which a new certificate of stock may be issued in place of any
certificate alleged to have been lost, mutilated or destroyed. It may, in its
discretion, require the owner of a lost, mutilated or destroyed certificate,
or his or her legal representative, to give a bond, sufficient in its opinion,
with or without surety, to indemnify the corporation against any loss or claim
which may arise BV reason of the issue of a certificate in place of such lost,
mutilated or destroyed stock certificate.
Section 6: Transfer Agent and Registrar. The Board of Directors
may appoint a transfer agent or a registrar or both for its capital stock or
any class or series thereof, and require all certificates for such stock to
bear the signature or facsimile thereof of any such transfer agent or
registrar.
Section 7: Setting Record Date and Closing Transfer Records. The
Board of Directors may fix in advance a time not more than sixty (60) days
before (a) the date of any meeting of the Stockholders or (b) the date for the
payment of any dividend or the making of any distribution to Stockholders or
(c) the last day on which the consent or dissent of Stockholders may be
effectively expressed for any purpose, as the record date for determining the
Stockholders having the right to notice and to vote at such meeting, or the
right to receive such dividend or distribution, or the right to give such
consent or dissent. If a record date is set, only Stockholders of record on
the date shall have such right notwithstanding any transfer of stock on the
records of the corporation after the record date. Without fixing such record
date, the Board of Directors may close the transfer records of the corporation
for all or any part of such sixty-day (60) period.
If no record date is fixed and the transfer books are not closed,
then the record date for determining Stockholders having the right 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, and 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 acts with respect
thereto.
Section 8: Voting of Shares by Certain Holders. Shares standing
in the name of another corporation may be voted by such officer, agent or
proxy as the Bylaws of such corporation may prescribe, or, in the absence of
such provision, as the board of directors of such corporation may determine.
Shares held by an administrator, executor, guardian or conservator
may be voted by him or her, either in person or by proxy, without a transfer
of such shares into his or her name. Shares standing in the name of a trustee
may be voted by such trustee, either in person or by proxy, but no trustee
shall be entitled to vote shares so held without a transfer of such shares
into his or her name.
Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted
by such receiver, without the transfer thereof into his or her name if
authority so to do be contained in an appropriate order of the court by which
such receiver was appointed.
A Stockholder whose shares are pledged shall be entitled to vote
such shares until the shares have been transferred into the name of the
pledge, and thereafter the pledge shall be entitled to vote the shares so
transferred.
Shares of its own stock belonging to the corporation shall not be
voted, directly or indirectly, at any meeting and shall not be counted in
determining the total number of outstanding shares at any given time.
ARTICLE X: Miscellaneous Provisions
Section 1: Execution of Papers. All deeds, leases, transfers,
contracts, bonds, notes, releases, checks, drafts and other obligations
authorized to be executed on behalf of the corporation shall be signed by the
Chairman of the Board of Directors, the President or the Treasurer except as
the Directors may generally or in particular cases otherwise determine.
Section 2: Voting of Securities. Except as the Directors may
generally or in particular cases otherwise specifically, the Chairman of the
board of Directors, the President or the Treasurer may on behalf of the
corporation vote or take any other action with respect to shares of stock or
beneficial interest of any other corporation, or of any association, trust or
firm, of which any securities are held by this corporation, and may appoint
any person or persons to act as proxy or attorney-in-fact for the corporation,
with or without power of substitution, at any meeting thereof.
Section 3: Corporate Seal. The seal of the corporation shall be a
circular die with the name of the corporation, the word "Massachusetts" and
the year of its incorporation cut or engraved thereon, or shall be in such
other form as the Board of Directors may from time to time determine.
Section 4: Corporate Records. The original, or attested copies,
of the Articles of Organization, Bylaws and records of all meetings of the
incorporators and Stockholders, and the stock and transfer records which shall
contain the names of all Stockholders and the record address and the amount of
stock held by each, shall be kept in Massachusetts at the principal office of
the corporation, or at an office of its: transfer agent or of its Clerk or of
its Resident Agent. Said copies and records need not all be kept in the same
office. They shall be available at all reasonable times to the inspection of
any Stockholder for any proper purpose but not to secure a list of
Stockholders for the purpose of selling said list or copies thereof or of
using the same for a purpose other than in the interest of the applicant, as a
Stockholder, relative to the affairs of the corporation.
Section 5: Evidence of Authority. A certificate by the Clerk or
Secretary or an Assistant or Temporary Clerk or Secretary as to any matter
relative to the Articles of Organization, Bylaws, records of the proceedings
of the incorporators, Stockholders, Board of Directors, or any committee of
the Board of Directors, or stock and transfer records or as to any action
taken by any person or persons as an officer or agent of the corporation,
shall as to all persons who rely thereon in good faith be conclusive evidence
of the matters so certified.
ARTICLE XI: Dividends.
The Directors may from time to time declare, and the corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law, by the Articles of Organization and by these
Bylaws.
ARTICLE XII: Amendments.
These Bylaws may be amended or repealed in whole or in part by the
affirmative vote of the holders of a majority of the shares of each class of
the capital stock at the time outstanding and entitled to vote at any annual
or special meeting of Stockholders, provided that notice of the substance of
the proposed amendment is stated in the notice of such meetings If authorized
by the Articles of Organization, the Directors may make, amend or repeal the
Bylaws, in whole or in part, except with respect to any provisions thereof
which by law, the Articles of Organization or the Bylaws requires action by
the Stockholders. Not later than the time of giving notice of the meeting of
Stockholders next following the making, amending or repealing by the Directors
of any Bylaw, notice thereof stating the substance of such change shall be
given to all Stockholders entitled to vote on amending the Bylaws, No change
in the date fixed in these Bylaws for the annual meeting of Stockholders may
be made within sixty (60) days before the date fixed in these Bylaws, and in
case of any change in such date, notice thereof shall be given to each
Stockholder in person or by mailing notice to his or her last-known post
office address at least twenty (20) days before the new date fixed for such
meeting.
Any Bylaw adopted, amended or repealed by the Directors may be
repealed, amended or reinstated by the Stockholders entitled to vote on
amending the Bylaws.