Exhibit 3.2
AMENDED 2/6/98
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BYLAWS
OF
LITTELFUSE, INC.
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TABLE OF CONTENTS
SECTION HEADING PAGE
ARTICLE I. OFFICES...............................................................................................1
Section 1. Registered Office.................................................................................1
Section 2. Other Offices.....................................................................................1
ARTICLE II. STOCKHOLDERS..........................................................................................1
Section 1. Annual Meeting....................................................................................1
Section 2. Special Meeting...................................................................................1
Section 3. Place of Meeting..................................................................................1
Section 4. Notice of Meeting.................................................................................1
Section 5. Quorum and Adjournment............................................................................2
Section 6. Proxies...........................................................................................2
Section 7. Notice of Stockholder Business and Nominations....................................................2
Section 8. Procedure for Election of Directors; Required Vote................................................4
Section 9. Inspectors of Election; Opening and Closing the Polls.............................................5
Section 10. Record Date for Action by Written Consent.........................................................5
Section 11. Inspectors of Written Consent.....................................................................5
Section 12. Effectiveness of Written Consent..................................................................6
ARTICLE III. DIRECTORS.............................................................................................6
Section 1. Management........................................................................................6
Section 2. Number; Election..................................................................................6
Section 3. Change in Number..................................................................................6
Section 4. Removal...........................................................................................6
Section 5. Vacancies and Newly Created Directorships.........................................................7
Section 6. Election of Directors; Cumulative Voting Prohibited...............................................7
Section 7. Place of Meetings.................................................................................7
Section 8. First Meetings....................................................................................7
Section 9. Regular Meetings..................................................................................7
Section 10. Special Meetings..................................................................................7
Section 11. Quorum............................................................................................7
Section 12. Action Without Meeting; Telephone Meetings........................................................8
Section 13. Chairman of the Board.............................................................................8
Section 14. Compensation......................................................................................8
ARTICLE IV. COMMITTEES............................................................................................8
Section 1. Designation.......................................................................................8
Section 2. Number; Qualification; Term.......................................................................8
Section 3. Authority.........................................................................................9
Section 4. Committee Changes; Removal........................................................................9
Section 5. Alternate Members of Committees...................................................................9
Section 6. Regular Meetings..................................................................................9
Section 7. Special Meetings..................................................................................9
Section 8. Quorum; Majority Vote.............................................................................9
Section 9. Minutes...........................................................................................9
Section 10. Compensation......................................................................................9
Section 11. Responsibility...................................................................................10
ARTICLE V. NOTICES..............................................................................................10
Section 1. Method...........................................................................................10
Section 2. Waiver...........................................................................................10
Section 3. Exception to Notice Requirement..................................................................10
ARTICLE VI. OFFICERS.............................................................................................11
Section 1. Officers.........................................................................................11
Section 2. Election.........................................................................................11
Section 3. Compensation.....................................................................................11
Section 4. Removal and Vacancies............................................................................11
Section 5. President........................................................................................11
Section 6. Vice Presidents..................................................................................11
Section 7. Secretary........................................................................................12
Section 8. Assistant Secretaries............................................................................12
Section 9. Treasurer........................................................................................12
Section 10. Assistant Treasurers.............................................................................12
ARTICLE VII. CERTIFICATES REPRESENTING SHARES.....................................................................12
Section 1. Certificates.....................................................................................12
Section 2. Legends..........................................................................................13
Section 3. Lost Certificates................................................................................13
Section 4. Transfer of Shares...............................................................................13
Section 5. Registered Stockholders..........................................................................13
ARTICLE VIII. GENERAL PROVISIONS...................................................................................13
Section 1. Dividends........................................................................................13
Section 2. Reserves.........................................................................................14
Section 3. Checks...........................................................................................14
Section 4. Fiscal Year......................................................................................14
Section 5. Seal.............................................................................................14
Section 6. Indemnification..................................................................................14
Section 7. Transactions with Directors and Officers.........................................................14
Section 8. Amendments.......................................................................................14
Section 9. Table of Contents; Headings......................................................................15
BYLAWS
OF
LITTELFUSE, INC.
(the "Corporation")
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office of the Corporation shall be
at 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.
Section 2. Other Offices. The Corporation may also have offices at such other
places, both within and without the State of Delaware, as the Board of Directors
may from time to time determine or the business of the Corporation may require.
ARTICLE II
STOCKHOLDERS
Section 1. Annual Meeting. An annual meeting of the stockholders of the
Corporation shall be held each calendar year on such date and at such place and
time as may be fixed by resolution of the Board of Directors.
Section 2. Special Meeting. Subject to the rights of the holders of any series
of stock having a preference over the Common Stock of the Corporation as to
dividends or upon liquidation (oPreferred Stocko) with respect to such series of
Preferred Stock, special meetings of the stockholders may be called only by the
Chairman of the Board or by the Board of Directors pursuant to a resolution
adopted by a majority of the total number of directors which the Corporation
would have if there were no vacancies (the oWhole Boardo).
Section 3. Place of Meeting. The Board of Directors or the Chairman of the
Board, as the case may be, may designate the place of meeting for any annual
meeting or for any special meeting of the stockholders called by the Board of
Directors or the Chairman of the Board. If no designation is so made, the place
of meeting shall be the principal office of the Corporation.
Section 4. Notice of Meeting. Written or printed notice, stating the place, day
and hour of any annual meeting or special meeting of the stockholders and the
purpose or purposes for which the meeting is called, shall be delivered by the
Corporation not less than ten (10) days nor more than sixty (60) days before the
date of the meeting, either personally or by mail, to each stockholder of record
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail with postage thereon prepaid,
addressed to the stockholder at the address therefor as it appears on the stock
transfer books of the Corporation. Such further notice shall be given as may be
required by law. Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the
CorporationAEs notice of meeting. Meetings may be held without notice if all
stockholders entitled to vote are present or if notice is waived by those not
present in accordance with Sectiona2 of ArticleaV of these Bylaws. Any
previously scheduled meeting of the stockholders may be postponed, and (unless
the Certificate of Incorporation otherwise provides) any special meeting of the
stockholders may be cancelled, by resolution of the Board of Directors upon
public notice given prior to the date previously scheduled for such meeting of
stockholders.
Section 5. Quorum and Adjournment. Except as otherwise provided by the
Certificate of Incorporation, the holders of a majority of the outstanding
shares of the Corporation entitled to vote generally in the election of
directors (the oVoting Stocko), represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders, except that when specified
business is to be voted on by a class or series of stock voting as a class, the
holders of a majority of the shares of such class or series shall constitute a
quorum of such class or series for the transaction of such business. The
Chairman of the meeting or a majority of the shares so represented may adjourn
the meeting from time to time, whether or not there is such a quorum. No notice
of the time and place of adjourned meetings need be given except as required by
law. The stockholders present at a duly called meeting at which a quorum is
present may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.
Section 6. Proxies. At all meetings of stockholders, a stockholder may vote by
proxy executed in writing (or in such manner prescribed by the General
Corporation Law of the State of Delaware) by the stockholder, or by such
stockholderAEs duly authorized attorney in fact.
Section 7. Notice of Stockholder Business and Nominations.
(A) Annual Meeting of Stockholders. (1) Nominations of
persons for election to the Board of Directors of the Corporation and
the proposal of business to be considered by the stockholders may be
made at an annual meeting of stockholders (a) pursuant to the
Corporation's notice of 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 notice provided for in
this Section 7(A) who is entitled to vote at the meeting and who
complies with the notice procedures set forth in this Section 7(A).
(2) For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to clause (c) of
Section 7(A)(1) of these Bylaws, the stockholder must have given timely
notice thereof in writing to the Secretary of the Corporation and such
other business must otherwise be a proper matter for stockholder
action. To be timely, a stockholder's notice shall be delivered to the
Secretary at the principal executive offices of the Corporation not
later than the close of business on the 60th day nor earlier than the
close of business on the 90th day 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 to which such
stockholder's notice relates is more than 30 days before or more than
60 days after such anniversary date, notice by the stockholder to be
timely must be so delivered not earlier than the close of business on
the 90th day prior to such annual meeting and not later than the close
of business on the later of the 60th day prior to such annual meeting
or the 10th day following the day on which public announcement of the
date of such annual meeting is first made by the Corporation. In no
event shall the public announcement of an adjournment of an annual
meeting commence a new time period for the giving of a stockholder's
notice as described above. Such stockholder's notice shall set forth
(a) as to each person whom the stockholder proposes to nominate for
election or re-election as a director all information relating to such
person that is required to be disclosed in solicitations of proxies for
election of directors in an election contest, or is otherwise required,
in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the "Exchange Act") and Rule 14a-11 thereunder
(including such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); (b) as
to any other business that the stockholder proposes to bring before the
meeting, a brief description of the business desired to be brought
before the meeting, 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 (c) as to the stockholder giving the notice and the beneficial
owner, if any, on whose behalf the nomination or 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 Corporation which are owned beneficially
and of record by such stockholder and such beneficial owner.
(3) Notwithstanding anything in the second sentence of
Section 7(A)(2) of these Bylaws to the contrary, in the event that the
number of directors to be elected to the Board of Directors of the
Corporation is increased and there is no public announcement by the
Corporation naming all of the nominees for director or specifying the
size of the increased Board of Directors at least 70 days prior to the
first anniversary of the preceding yearAEs annual meeting, a
stockholder's notice required by this Section 7(A) shall also be
considered timely, but only with respect to nominees for any new
positions created by such increase, if it shall be delivered to the
Secretary at the principal executive offices of the Corporation not
later than the close of business on the 10th day following the day on
which such public announcement is first made by the Corporation.
(B) Special Meetings of Stockholders. Only such business
shall be conducted at a special meeting of stockholders as shall have
been brought before the meeting pursuant to the CorporationAEs notice
of meeting. Nominations of persons for election to the Board of
Directors may be made at a special meeting of stockholders at which
directors are to be elected pursuant to the Corporation's notice of
meeting (a) by or at the direction of the Board of Directors or (b)
provided that the Board of Directors has determined that directors
shall be elected at such special meeting, by any stockholder of the
Corporation who is a stockholder of record at the time of giving of
notice provided for in this Section 7(B), who shall be entitled to vote
at the meeting and who complies with the notice procedures set forth in
this Section 7(B). In the event the Corporation calls a special meeting
of stockholders for the purpose of electing one or more directors to
the Board of Directors, any such stockholder may nominate a person or
persons (as the case may be), for election to such position(s) as
specified in the Corporatio'Es notice of meeting, if the
stockholder's notice required by Section 7(A)(2) of these Bylaws shall
be delivered to the Secretary at the principal executive offices of the
Corporation not earlier than the close of business on the 90th day
prior to such special meeting and not later than the close of business
on the later of the 60th day prior to such special meeting or the 10th
day following the day on which public announcement is first made of the
date of the special meeting and of the nominees proposed by the Board
of Directors to be elected at such meeting. In no event shall the
public announcement of an adjournment of a special meeting commence a
new time period for the giving of a stockholder's notice as described
above.
(C) General. (1) Only such persons who are nominated in
accordance with the procedures set forth in this Section 7 shall be
eligible to serve as directors and only such business shall be
conducted at a meeting of stockholders as shall have been brought
before the meeting in accordance with the procedures set forth in this
Section 7. Except as otherwise provided by law, the Certificate of
Incorporation or these Bylaws, the Chairman of the meeting shall have
the power and duty to determine whether a nomination or any business
proposed to be brought before the meeting was made or proposed, as the
case may be, in accordance with the procedures set forth in this
Section 7 and, if any proposed nomination or business is not in
compliance with this Section 7, to declare that such defective proposal
or nomination shall be disregarded.
(2) For purposes of this Section 7, "public announcement"
shall mean disclosure in a press release reported by the Dow Jones News
Service, Associated Press or comparable national news service or in a
document publicly filed by the Corporation with the Securities and
Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange
Act.
(3) Notwithstanding the foregoing provisions of this
Section 7, a stockholder shall also comply with all applicable
requirements of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth in this Section 7.
Nothing in this Section 7 shall be deemed to affect any rights (a) of
stockholders to request inclusion of proposals in the Corporation's
proxy statement pursuant to Rulea14a-8 under the Exchange Act or (b) of
the holders of any series of Preferred Stock to elect directors under
specified circumstances.
Section 8. Procedure for Election of Directors; Required Vote. Election of
directors at all meetings of the stockholders at which directors are to be
elected shall be by ballot and, subject to the rights of the holders of any
series of Preferred Stock to elect directors under specified circumstances, a
plurality of the votes cast thereat shall elect directors. Except as otherwise
provided by law, the Certificate of Incorporation or these Bylaws, in all
matters other than the election of directors, the affirmative vote of a majority
of the shares present in person or represented by proxy at the meeting and
entitled to vote on the matter shall be the act of the stockholders.
Section 9. Inspectors of Election; Opening and Closing the Polls. The Board of
Directors by resolution shall appoint one or more inspectors, which inspector or
inspectors may include individuals who serve the Corporation in other
capacities, including, without limitation, as officers, employees, agents or
representatives, to act at a meeting of stockholders and make a written report
thereof. One or more persons may be designated as alternative inspectors to
replace any inspector who fails to act. If no inspector or alternate has been
appointed to act or is able to act at a meeting of stockholders, the Chairman of
the meeting shall appoint one or more inspectors to act at the meeting. Each
inspector, before discharging his or her duties, shall take and sign an oath to
execute faithfully the duties of inspector with strict impartiality and
according to the best of his or her ability. The inspectors shall have the
duties prescribed by law. The Chairman of the meeting shall fix and announce at
the meeting the date and time of the opening and the closing of the polls for
each matter upon which the stockholders will vote at the meeting.
Section 10. Record Date for Action by Written Consent. In order that the
Corporation may determine the stockholders entitled to consent to corporate
action in writing without a meeting, 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 ten (10) days after the date upon which the
resolution fixing the record date is adopted by the Board of Directors. Any
stockholder of record seeking to have the stockholders authorize or take
corporate action by written consent shall, by written notice to the Secretary,
request the Board of Directors to fix a record date. The Board of Directors
shall promptly, but in all events within ten (10) days after the date on which
such a request is received, adopt a resolution fixing the record date. If no
record date has been fixed by the Board of Directors within ten (10) days of the
date on which such request is received, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting, when no prior action by the Board of Directors is required by
applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
Corporation by delivery to its registered office in Delaware, its principal
place of business or to any officer or agent of the Corporation having custody
of the book in which proceedings of meetings of stockholders are recorded.
Delivery made to the Corporation's registered office shall be by hand or by
certified or registered mail, return receipt requested. If no record date has
been fixed by the Board of Directors and prior action by the Board of Directors
is required by applicable law, the record date for determining stockholders
entitled to consent to corporate action in writing without a meeting shall be at
the close of business on the date on which the Board of Directors adopts the
resolution taking such prior action.
Section 11. Inspectors of Written Consent. In the event of the delivery, in the
manner provided by Section 10 of this Article II, to the Corporation of the
requisite written consent or consents to take corporate action and/or related
revocation or revocations, the Corporation shall engage nationally recognized
independent inspectors of elections for the purpose of promptly performing a
ministerial review of the validity of the consents and revocations. For the
purpose of permitting the inspectors to perform such review, no action by
written consent without a meeting shall be effective until such date as the
independent inspectors certify to the Corporation that the consents delivered to
the Corporation in accordance with Section 10 of this Article II represent at
least the minimum number of votes that would be necessary to take the corporate
action. Nothing contained in this Sectiona11 shall in any way be construed to
suggest or imply that the Board of Directors or any stockholder shall not be
entitled to contest the validity of any consent or revocation thereof, whether
before or after such certification by the independent inspectors, or to take any
other action (including, without limitation, the commencement, prosecution or
defense of any litigation with respect thereto, and the seeking of injunctive
relief in such litigation).
Section 12. Effectiveness of Written Consent. Every written consent shall bear
the date of signature of each stockholder who signs the consent and no written
consent shall be effective to take the corporate action referred to therein
unless, within 60 days of the date the earliest dated written consent was
received in accordance with Section 10 of this Article II, a written consent or
consents signed by a sufficient number of holders to take such action are
delivered to the Corporation in the manner prescribed in Section 10 of this
Article II.
ARTICLE III
DIRECTORS
Section 1. Management. The business and affairs of the Corporation shall be
managed by its Board of Directors, who may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute, the
Certificate of Incorporation or these Bylaws directed or required to be
exercised or done by the stockholders. The Board of Directors shall keep regular
minutes of its proceedings.
Section 2. Number; Election. The number of directors which shall constitute the
whole Board of Directors shall be six (6). No directors need be stockholders or
residents of the State of Delaware. The directors shall be elected at the annual
meeting of the stockholders, except as hereinafter provided, and each director
elected shall hold office until his successor is elected and qualified or until
his earlier resignation or removal.
Section 3. Change in Number. The number of directors may be increased or
decreased from time to time by resolution of the Board of Directors, but no
decrease shall have the effect of shortening the term of any incumbent director.
Section 4. Removal. Any director may be removed, with or without cause, at any
annual or special meeting of stockholders, by the affirmative vote of the
holders of a majority of the shares represented in person or by proxy at such
meeting and entitled to vote for the election of such director, if notice of the
intention to act upon such matters shall have been given in the notice calling
such meeting.
Section 5. Vacancies and Newly Created Directorships. Vacancies and
newly-created directorships resulting from any increase in the authorized number
of directors may be filled by a majority of the directors then in office,
although less than a quorum, or by a sole remaining director. Each director so
chosen shall hold office until the first annual meeting of stockholders held
after his election and until his successor is elected and qualified or until his
earlier resignation or removal. If at any time there are no directors in office,
an election of directors may be held in the manner provided by statute. Except
as otherwise provided in these Bylaws, when one or more directors shall resign
from the Board of Directors, effective at a future date, a majority of the
directors then in office, including those who have so resigned, shall have the
power to fill such vacancy or vacancies, the vote thereon to take effect when
such resignation or resignations shall become effective, and each director so
chosen shall hold office as provided in these Bylaws with respect to the filling
of other vacancies.
Section 6. Election of Directors; Cumulative Voting Prohibited. At every
election of directors, each stockholder shall have the right to vote in person
or by proxy the number of voting shares owned by him for as many persons as
there are directors to be elected and for whose election he has a right to vote.
Cumulative voting shall be prohibited.
Section 7. Place of Meetings. The directors of the Corporation may hold their
meetings, both regular and special, either within or without the State of
Delaware.
Section 8. First Meetings. The first meeting of each newly elected Board shall
be held without further notice immediately following the annual meeting of
stockholders, and at the same place, unless by unanimous consent of the
directors then elected and serving, such time or place shall be changed.
section 9. Regular Meetings. Regular meetings of the Board of Directors may be
held without notice at such time and place as shall from time to time be
determined by the Board of Directors.
Section 10. Special Meetings. Special meetings of the Board of Directors may be
called by the President on twenty-four (24) hoursAE notice to each director, if
by telecopier, electronic facsimile or hand delivery, or on three (3) daysAE
notice to each director, if by mail or by telegram. Special meetings may be
called in like manner and on like notice on the written request of any one of
the directors. Except as may be otherwise expressly provided by statute, the
Certificate of Incorporation or these Bylaws, neither the business to be
transacted at, nor the purpose of, any special meeting need be specified in a
notice or waiver of notice.
Section 11. Quorum. At all meetings of the Board of Directors, the presence of a
majority of the directors shall be necessary and sufficient to constitute a
quorum for the transaction of business, and 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 as may be otherwise specifically provided by
statute, or the Certificate of Incorporation or these Bylaws. If a quorum shall
not be present at any meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.
Section 12. Action Without Meeting; Telephone Meetings. Any action required or
permitted to be taken at a meeting of the Board of Directors or of any committee
thereof may be taken without a meeting if a consent in writing, setting forth
the action so taken, is signed by all the members of the Board of Directors or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting. Subject to applicable notice provisions and
unless otherwise restricted by the Certificate of Incorporation, members of the
Board of Directors, or any committee designated by the Board of Directors, may
participate in and hold 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, and participation in such meeting shall constitute
presence in person at such meeting, except where a personAEs participation is
for the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.
Section 13. Chairman of the Board. The Board of Directors may elect a Chairman
of the Board to preside at their meetings and to perform such other duties as
the Board of Directors may from time to time assign to him.
Section 14. Compensation. Directors, as such, shall not receive any stated
salary for their services, but, by resolution of the Board of Directors, a fixed
sum and expenses of attendance, if any, may be allowed for attendance at each
regular or special meeting of the Board of Directors; provided, that nothing
herein contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.
ARTICLE IV
COMMITTEES
Section 1. Designation. The Board of Directors may, by resolution passed by a
majority of the entire Board of Directors, designate one or more committees.
Section 2. Number; Qualification; Term. Each committee shall consist of one or
more directors appointed by resolution adopted by a majority of the entire Board
of Directors. The number of committee members may be increased or decreased from
time to time by resolution adopted by a majority of the entire Board of
Directors. Each committee member shall serve as such until the earliest of
(i) the expiration of his term as director, (ii) his resignation as a committee
member or as a director, or (iii) his removal as a committee member or as a
director.
Section 3. Authority. Each committee, to the extent expressly provided in the
resolution of the Board of Directors establishing such committee, shall have and
may exercise all of the authority of the Board of Directors in the management of
the business and affairs of the Corporation except to the extent expressly
restricted by statute, the Certificate of Incorporation or these Bylaws.
Section 4. Committee Changes; Removal. The Board of Directors shall have the
power at any time to fill vacancies in, to change the membership of, and to
discharge any committee. The Board of Directors may remove any committee member,
at any time, with or without cause.
Section 5. Alternate Members of Committees. The Board of Directors may designate
one or more directors as alternate members of any committee. Any such alternate
member may replace any absent or disqualified member at any meeting of the
committee.
Section 6. Regular Meetings. Regular meetings of any committee may be held
without notice at such time and place as may be designated from time to time by
the committee and communicated to all members thereof.
Section 7. Special Meetings Special meetings of any committee may be held
whenever called by any committee member. The committee member calling any
special meeting shall cause notice of such special meeting, including therein
the time and place of such special meeting, to be given to each committee member
at least (i)atwenty-four (24) hours before such special meeting if notice is
given by telecopy, electronic facsimile or hand delivery or (ii)aat least three
days before such special meeting if notice is given by mail or by telegram.
Neither the business to be transacted at, nor the purpose of, any special
meeting of any committee need be specified in the notice or waiver of notice of
any special meeting.
Section 8. Quorum; Majority Vote. At meetings of any committee, a majority of
the number of members designated by the Board of Directors shall constitute a
quorum for the transaction of business. If a quorum is not present at a meeting
of any committee, a majority of the members present may adjourn the meeting from
time to time, without notice other than an announcement at the meeting, until a
quorum is present. The act of a majority of the members present at any meeting
at which a quorum is in attendance shall be the act of a committee, unless the
act of a greater number is required by law, the Certificate of Incorporation or
these Bylaws.
Section 9. Minutes. Each committee shall cause minutes of its proceedings to be
prepared and shall report the same to the Board of Directors upon the request of
the Board of Directors. The minutes of the proceedings of each committee shall
be delivered to the Secretary of the Corporation for placement in the minute
books of the Corporation.
Section 10. Compensation. Committee members may, by resolution of the Board of
Directors, be allowed a fixed sum and expenses of attendance, if any, for
attending any committee meetings or a stated salary.
Section 11. Responsibility. The designation of any committee and the delegation
of authority to it shall not operate to relieve the Board of Directors or any
director of any responsibility imposed upon it or such director by law.
ARTICLE V
NOTICES
Section 1. Method. Whenever by statute, the Certificate of Incorporation, or
these Bylaws, notice is required to be given to any committee member, director,
or stockholder and no provision is made as to how such notice shall be given,
personal notice shall not be required, and any such notice may be given (a)ain
writing, by mail, postage prepaid, addressed to such committee member, director,
or stockholder at his address as it appears on the books or (in the case of a
stockholder) the stock transfer records of the Corporation, or (b)aby any other
method permitted by law (including but not limited to overnight courier service,
telegram, telex, or telefax). Any notice required or permitted to be given by
mail shall be deemed to be given when deposited in the United States mail as
aforesaid. Any notice required or permitted to be given by overnight courier
service shall be deemed to be given at the time delivered to such service with
all charges prepaid and addressed as aforesaid. Any notice required or permitted
to be given by telegram, telefex, or telefax shall be deemed to be delivered and
given at the time transmitted with all charges prepaid and addressed as
aforesaid.
Section 2. Waiver. Whenever any notice is required to be given to any
stockholder, director, or committee member of the Corporation by statute, the
Certificate of Incorporation or these Bylaws, a written waiver thereof, signed
by the person or persons entitled to such notice, whether before or after the
time stated therein, shall be equivalent to notice. Attendance of a stockholder,
director, or committee member at a meeting shall constitute a waiver of notice
of such meeting, except when the person attends for the express purpose of
objecting at the beginning of the meeting to the transaction of any business on
the ground that the meeting is not lawfully called or convened.
Section 3. Exception to Notice Requirement. The giving of any notice required
under any provision of the General Corporation Law of Delaware, the Certificate
of Incorporation or these Bylaws shall not be required to be given to any
stockholder to whom (i) notice of two consecutive annual meetings, and all
notices of meetings or of the taking of action by written consent without a
meeting to such stockholder during the period between such two consecutive
annual meetings, or (ii) all, and at least two, payments (if sent by first class
mail) of dividends or interest on securities during a twelve-month period, have
been mailed addressed to such person at his address as shown on the records of
the Corporation and have been returned undeliverable. If any such stockholder
shall deliver to the Corporation a written notice setting forth his then current
address, the requirement that notice be given to such stockholder shall be
reinstated.
ARTICLE VI
OFFICERS
Section 1. Officers. The officers of the Corporation shall be elected by the
directors and shall be a President, a Vice President, a Secretary, and a
Treasurer. The Board of Directors may also choose a Chairman of the Board,
additional Vice Presidents and one or more Assistant Secretaries and Assistant
Treasurers. Any two or more offices may be held by the same person, except that
no person shall be both the President and the Secretary.
Section 2. Election. The Board of Directors at its first meeting after each
annual meeting of stockholders shall elect the officers of the Corporation, none
of whom need be a member of the Board, a stockholder or a resident of the State
of Delaware. The Board of Directors may appoint such other officers and agents
as it shall deem necessary, who shall be appointed for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board of Directors.
Section 3. Compensation. The compensation of all officers and agents of the
Corporation shall be fixed by the Board of Directors.
Section 4. Removal and Vacancies. Each officer of the Corporation shall hold
office until his successor is elected and qualified or until his earlier
resignation or removal. Any officer or agent elected or appointed by the Board
of Directors may be removed either for or without cause by a majority of the
directors represented at a meeting of the Board of Directors at which a quorum
is represented, whenever in the judgment of the Board of Directors the best
interests of the Corporation will be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed. If
the office of any officer becomes vacant for any reason, the vacancy may be
filled by the Board of Directors.
Section 5. President. The President shall be the chief executive officer of the
Corporation. He shall preside at all meetings of the stockholders and the Board
of Directors unless the Board of Directors shall elect a Chairman of the Board,
in which event the President shall preside at Board meetings in the absence of
the Chairman of the Board. The President shall have general and active
management of the business and affairs of the Corporation, shall see that all
orders and resolutions of the Board are carried into effect, and shall perform
such other duties as the Board of Directors shall prescribe.
Section 6. Vice Presidents. In the absence of the President or in the event of
his inability to refusal to act, the Vice President (or in the event there is
more than one Vice President, the vice presidents in the order designated by the
Board, or in the absence of any designation, then in the order of their election
or appointment) shall perform the duties of the President, and when so acting
shall have all the powers of and be subject to all of the restrictions upon the
President. Each Vice President shall have only such powers and perform only such
duties as the Board of Directors may from time to time prescribe or as the
President may from time to time delegate to him.
Section 7. Secretary. The Secretary shall attend all sessions of the Board of
Directors and all meetings of the stockholders and record all votes and the
minutes of all proceedings in a book to be kept for that purpose and shall
perform like duties for any committee when required. Except as otherwise
provided herein, the Secretary shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the Board of Directors, and
shall perform such other duties as may be prescribed by the Board of Directors
or President, under whose supervision he shall be. He shall keep in safe custody
the seal of the Corporation and, when authorized by the Board of Directors,
affix the same to any instrument requiring it, and, when so affixed, it shall be
attested by his signature or by the signature of the Treasurer or an Assistant
Secretary.
Section 8. Assistant Secretaries. Each Assistant Secretary shall have only such
powers and perform only such duties as the Board of Directors may from time to
time prescribe or as the President may from time to time delegate.
Section 9. Treasurer. The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all monies and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board of Directors. He shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, taking proper vouchers
for such disbursements, and shall render to the President and directors, at the
regular meetings of the Board of Directors, or whenever they may require it, an
account of all his transactions as Treasurer and of the financial condition of
the Corporation, and shall perform such other duties as the Board of Directors
may prescribe. If required by the Board of Directors, he shall give the
Corporation a bond in such form, 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 his office and for the restoration to the Corporation, in case
of his death, resignation, retirement or removal from office, of all books,
papers, vouchers, money, and other property of whatever kind in his possession
or under his control belonging to the Corporation.
Section 10. Assistant Treasurers. Each Assistant Treasurer shall have only such
powers and perform only such duties as the Board of Directors may from time to
time prescribe.
ARTICLE VII
CERTIFICATES REPRESENTING SHARES
Section 1. Certificates. The shares of the Corporation shall be represented by
certificates in such form as shall be determined by the Board of Directors. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the holderAEs name, the number and class of shares, and the par value of
such shares or a statement that such shares are without par value. Each
certificate shall be signed by the President or a Vice President and by the
Secretary or an Assistant Secretary and may be sealed with the seal of the
Corporation or a facsimile thereof. Any or all of the signatures on a
certificate may be facsimile.
Section 2. Legends. The Board of Directors shall. have the power and authority
to provide that certificates representing shares of stock shall bear such
legends as the Board of Directors shall authorize, including, without
limitation, such legends as the Board of Directors deems appropriate to assure
that the Corporation does not become liable for violations of federal or state
securities laws or other applicable law.
Section 3. Lost Certificates. The Corporation may issue a new certificate
representing shares 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 to be lost,
stolen or destroyed. The Board of Directors, in its discretion and as a
condition precedent to the issuance thereof, may require the owner of such lost,
stolen or destroyed certificate, or his legal representative, to advertise the
same in such manner as it shall specify and/or to give the Corporation a bond in
such form, in such sum, and with such surety or sureties as it may direct as
indemnity against any claim that may be made against the Corporation with
respect to the certificate alleged to have been lost, stolen or destroyed.
Section 4. Transfer of Shares. Shares of stock shall be transferable only on the
books of the Corporation by the holder thereof in person or by his duly
authorized attorney. Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate representing shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation or the transfer agent of the
Corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.
Section 5. Registered Stockholders. The Corporation shall be entitled to treat
the holder of record of any share or shares of stock as the holder in fact
thereof for any and all purposes, and, accordingly, shall not be bound to
recognize any equitable or other claim 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 law.
ARTICLE VIII
GENERAL PROVISIONS
Section 1. Dividends. The directors, subject to any restrictions contained in
the Certificate of Incorporation, may declare dividends upon the shares of the
CorporationAEs capital stock. Dividends may be paid in cash, in property, or in
shares of the Corporation, subject to the provisions of the General Corporation
Law of Delaware and the Certificate of Incorporation.
Section 2. Reserves. By resolution of the Board of Directors, the directors may
set apart out of any of the funds of the Corporation such reserve or reserves as
the directors from time to time, in their discretion, think proper to provide
for contingencies, or to equalize dividends, or to repair or maintain any
property of the Corporation, or for such other purposes as the directors shall
think beneficial to the Corporation, and the directors may modify or abolish any
such reserve in the manner in which it was created.
Section 3. Checks. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.
Section 4. Fiscal Year. The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.
Section 5. Seal. The corporate seal shall have inscribed thereon the name of the
Corporation. Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
Section 6. Indemnification. The Corporation shall indemnify its directors,
officers, employees and agents to the fullest extent permitted by the General
Corporation Law of Delaware and the Certificate of the Incorporation.
Section 7. Transactions with Directors and Officers. No contract or other
transaction between the Corporation and any other corporation and no other act
of the Corporation shall, in the absence of fraud, be invalidated or in any way
affected by the fact that any of the directors of the Corporation are
pecuniarily or otherwise interested in such contract, transaction or other act,
or are directors or officers of such other corporation. Any director of the
Corporation, individually, or any firm or corporation of which any such director
may be a member, may be a party to, or may be pecuniarily or otherwise
interested in, any contract or transaction of the Corporation; provided,
however, that the fact that the director, individually, or the firm or
corporation is so interested shall be disclosed or shall have been known to the
Board of Directors or a majority of such members thereof as shall be present at
any annual meeting or at any special meeting, called for that purpose, of the
Board of Directors at which action upon any contract or transaction shall be
taken. Any director of the Corporation who is so interested may be counted in
determining the existence of a quorum at any such annual or special meeting of
the Board of Directors which authorizes such contract or transaction, any may
vote thereat to authorize such contract or transaction with like force and
effect as if he were not such director or officer of such other corporation or
not so interested. Every director of the Corporation is hereby relieved from any
disability which might otherwise prevent him from carrying out transactions with
or contracting with the Corporation for the benefit of himself or any firm,
corporation, trust or organization in which or with which he may be in anywise
interested or connected.
Section 8. Amendments. These Bylaws may be altered, amended or repealed or new
Bylaws may be adopted by the stockholders or by the Board of Directors at any
regular meeting of the stockholders or the Board of Directors, at any special
meeting of the stockholders or the Board of Directors if notice of such
alteration, amendment, repeal, or adoption of new Bylaws be contained in the
notice of such special meeting, or by written consent of the Board of Directors
or the stockholders without a meeting.
Section 9. Table of Contents; Headings. The Table of Contents and headings used
in these Bylaws have been inserted for convenience only and do not constitute
matters to be construed in interpretation.