ByLaws
Of
Professional Detailing, Inc.
(a Delaware corporation)
ARTICLE I
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STOCKHOLDERS
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A. CERTIFICATES REPRESENTING STOCK.
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Certificates representing stock in Professional Detailing, Inc.
(hereinafter referred to as the "Corporation") shall be signed by, or in the
name of the Corporation, by the Chairman or Vice-Chairman of the Board of
Directors, if any, or by the President or a Vice-President and by the Treasurer
or an Assistant Treasurer or the Secretary or an Assistant Secretary of the
Corporation. Any or all the signatures on any such certificate may be a
facsimile. In case any officer, transfer agent, or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent, or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer, transfer agent, or registrar at the date of issue. Whenever the
Corporation shall be authorized to issue more than one class of stock or more
than one series of any class of stock, and whenever the Corporation shall issue
any shares of its stock as partly paid stock, the certificates representing
shares of any such class or series or of any such partly paid stock shall set
forth thereon the statements prescribed by the General Corporation Law. Any
restrictions on the transfer or registration of transfer of any shares of stock
of any class or series shall be noted conspicuously on the certificate
representing such shares.
The Corporation may issue a new certificate of stock or
uncertificated shares in place of any certificate theretofore issued by it,
alleged to have been lost, stolen, or destroyed, and the Board of Directors may
require the owner of the lost, stolen, or destroyed certificate, or his legal
representative, to give the Corporation a bond sufficient to indemnify the
Corporation against any claim that may be made against it on account of the
alleged loss, theft, or destruction of any such certificate or the issuance of
any such new certificate or uncertificated shares.
B. UNCERTIFICATED SHARES.
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Subject to any conditions imposed by the General Corporation Law,
the Board of Directors of the Corporation may provide by resolution or
resolutions that some or all of any or all classes or series of the stock of the
Corporation shall be uncertificated shares. Within a reasonable time after the
issuance or transfer of any uncertificated shares, the Corporation shall send to
the registered owner thereof any written notice prescribed by the General
Corporation Law.
C. FRACTIONAL SHARE INTERESTS.
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The Corporation may, but shall not be required to, issue
fractions of a share. If the Corporation does not issue fractions of a share, it
shall (1) arrange for the disposition of fractional interests by those entitled
thereto, (2) pay in cash the fair value of fractions of a share as of the time
when those entitled to receive such fractions are determined, or (3) issue scrip
or warrants in registered form (either represented by a certificate or
uncertificated) or bearer form (represented by a certificate) which shall
entitle the holder to receive a full share upon the surrender of such scrip or
warrants aggregating a full share. A certificate for a fractional share or an
uncertificated fractional share shall, but scrip or warrants shall not unless
otherwise provided therein, entitle the holder to exercise voting rights, to
receive dividends thereon, and to participate in any of the assets of the
Corporation in the event of liquidation. The Board of Directors may cause scrip
or warrants to be issued subject to the conditions that they shall become void
if not exchanged for certificates representing the full shares or uncertificated
full shares before a specified date, or subject to the conditions that the
shares for which scrip or warrants are exchangeable may be sold by the
Corporation and the proceeds thereof distributed to the holders of scrip or
warrants, or subject to any other conditions which the Board of Directors may
impose.
D. STOCK TRANSFERS.
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Upon compliance with provisions restricting the transfer or
registration of transfer of shares of stock, if any, transfers or registration
of transfers of shares of stock of the Corporation shall be made only on the
stock ledger of the Corporation by the registered holder thereof, or by his
attorney hereunto authorized by power of attorney duly executed and filed with
the Secretary of the Corporation or with a transfer agent or a registrar, if
any, and, in the case of shares represented by certificates, on surrender of the
certificate or certificates for such shares of stock properly endorsed and the
payment of all taxes due thereon.
E. RECORD DATE FOR STOCKHOLDERS.
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In order that the Corporation may determine the stockholders
entitled to notice of, or to vote at, any meeting of stockholders, or any
adjournment thereof, the Board of Directors may fix a record date, which record
date shall not precede the date
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upon which the resolution fixing the record date is adopted by the Board of
Directors, and which record date shall not be more than sixty nor less than ten
days before the date of such meeting. If no record date is fixed by the Board of
Directors, the record date for determining stockholders entitled to notice of,
or to vote at, a meeting of stockholders, shall be the close of business on the
day next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held. A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting. 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 date shall not be more than ten days after the date upon
which the resolution fixing the record date is adopted by the Board of
Directors. If no record date has been fixed by the Board of Directors, the
record date for determining the stockholders entitled to consent to corporate
action in writing without a meeting, when no prior action by the Board of
Directors is required by the General Corporation 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
the State of Delaware, its principal place of business, or an 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 the General Corporation 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 day on
which the Board of Directors adopts the resolution taking such prior action. In
order that the Corporation may determine the stockholders entitled to receive
payment of any dividend or other distribution or allotment of any rights or the
stockholders entitled to exercise any rights in respect of any change,
conversion, or exchange of stock, or for the purpose of any other lawful action,
the Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted,
and which record date shall be not more than sixty days prior to such action. If
no record date is fixed, the record date shall be not more than sixty days prior
to such action. If no record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto.
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F. MEANING OF CERTAIN TERMS.
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As used herein in respect of the right to notice of a meeting of
stockholders or a waiver thereof or to participate or vote thereat or to consent
or dissent in writing in lieu of a meeting, as the case maybe, the term "for or
of stocks" or "of stock" or "stockholder" or "stockholders" refers to an
outstanding share or shares of stock and to a holder or holders of record of
outstanding shares of stock.
G. STOCKHOLDER MEETINGS.
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1. TIME. The annual meeting shall be held on the date and at the
time fixed from time to time, by the Board of Directors,
provided, that the first annual meeting shall be held on a date
within thirteen months after the organization of the Corporation,
and each successive annual meeting shall be held on a date within
thirteen months after the date of the preceding annual meeting. A
special meeting shall be held on the date and at the time fixed
by the Board of Directors.
2. PLACE. Annual meetings and special meetings shall be held at such
place, within or without the State of Delaware, as the Board of
Directors may, from time to time fix. Whenever the Board of
Directors shall fail to fix such place, the meeting shall be held
at the executive office of the Corporation in the State of New
Jersey.
3. CALL. Annual meetings and special meetings may be called by the
Board of Directors or by any officer instructed by the Board of
Directors to call the meeting.
4. NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall
be given, stating the place, date, and hour of the meeting and
stating the place within the city or other municipality or
community at which the list of stockholders of the Corporation
may be examined. The notice of an annual meeting shall state that
the meeting is called for the election of directors and for the
transaction of other business which may properly come before the
meeting, and shall, if any other action which could be taken at a
special meeting is to be taken at such annual meeting, state such
purpose or purposes. The notice of a special meeting shall in all
instances state the purpose or purposes for which the meeting is
called. The notice of any meeting shall also include, or be
accompanied by, any additional statements, information, or
documents prescribed by the General Corporation Law. Except as
otherwise provided by the General Corporation Law, a copy of the
notice of any meeting shall be given, personally or by mail, not
less than ten days nor more than sixty days before the date of
the meeting, unless the lapse of the prescribed period of time
shall have been waived, and directed to each stockholder at his
record
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address or at such other address which he may have furnished by
request in writing to the Secretary of the Corporation. Notice by
mail shall be deemed to be given when deposited, with postage
hereon prepaid, in the United States mail. If a meeting is
adjourned to another time, not more than thirty days hence,
and/or to another place, and if an announcement of the adjourned
time and/or place is made at the meeting, it shall not be
necessary to give notice of the adjourned meeting unless the
directors, after adjournment, fix a new record date for the
adjourned meeting. Notice need not be given to any stockholder
who submits a written waiver of notice signed by him before or
after the time stated therein. Attendance of a stockholder at a
meeting of stockholders shall constitute a waiver of notice of
such meeting, except when the stockholder attends the meeting for
the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting
is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting
of the stockholders need be specified in any written waiver of
notice.
5. STOCKHOLDER LIST. The officer who has charge of the stock ledger
of the Corporation shall prepare and make, at least ten days
before every meeting of stockholders, a complete list of the
stockholders, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city
or other municipality or community where the meeting is to be
held, which place shall be specified in the notice of the
meeting, or if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the
time and place of the meeting during the whole time thereof, and
may be inspected by any stockholder who is present. The stock
ledger shall be the only evidence as to who are the stockholders
entitled to examine the stock ledger, the list required by this
section or the books of the Corporation, or to vote at any
meeting of stockholders.
6. MEETINGS OF STOCKHOLDERS.
(a) At an annual or special meeting of stockholders, only such
business shall be conducted, and only such proposals shall be
acted upon, including, without limitation, the nomination of
persons for election to the Board of Directors of the
Corporation, as shall have been properly brought before an annual
or special meeting of stockholder. To be properly brought before
an annual or special meeting of stockholders, business must be
(i) in the case of a special meeting, specified in the notice of
the special meeting given pursuant to Section G(1) of these
bylaws or (ii) in the case of an annual meeting, properly brought
before the meeting by, or
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at the direction of, the Board of Directors by any stockholder of
the Corporation who properly complies with the notice procedures
set forth in paragraph (b) of this Section 6.
(b) For a nomination or proposal to be properly brought before an
annual meeting by a stockholder, the stockholder must have given
timely notice thereof in writing to the Secretary of the
Corporation. To be timely, such stockholder's notice must be
delivered to, or mailed to and received at, the principal
executive offices of the Corporation not less than thirty (30)
days and not more than sixty (60) days prior to the scheduled
annual meeting, regardless of any postponements, deferrals or
adjournments of that meeting to a later date; provided, however,
that if less than forty (40) days' notice or prior public
disclosure of the date of the scheduled annual meeting is given
or made, notice by the stockholder, to be timely, must be so
delivered or received not later than the close of business on the
tenth (10th) day following the earlier of the day on which such
notice of the date of the scheduled annual meeting was mailed or
the day on which such public disclosure was made. A stockholder's
notice to the Secretary shall set forth (i) as to each person
whom the stockholder proposes to nominate for election to the
Board of Directors, 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, without limitation, such
person's written consent to being named in the proxy statement as
a nominee and to serving as a director if elected and (ii) as to
any other matter the stockholder proposes to bring before the
annual meeting, a brief description of the proposal desired to be
brought before the annual meeting and the reasons for conducting
such business at the annual meeting; and (iii) as to any matter
the stockholder proposes to bring before the annual meeting
(including the nomination for election of directors), (x) the
name and address, as they appear on the Corporation's books, of
the stockholder proposing such business and any other
stockholders known by such stockholder to be supporting such
proposal (or nomination), (y) the class and number of shares of
the Corporation's stock which are beneficially owned by the
stockholder on the date of such stockholder's notice and by any
other stockholders known by such stockholder to be supporting
such proposal (or nomination) on the date of such stockholder's
notice and (z) any financial interest of the stockholder in such
proposal (or nomination).
(c) The presiding officer of the meeting of stockholders shall
have the power and duty to determine whether a stockholder
proposal or nomination, as the case may be, was made
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in accordance with the terms of this Section 6 and, if a
stockholder proposal or nomination was not made in accordance
with such terms, to declare that such proposal or nomination
shall be disregarded.
(d) Nothing in this Section 6 shall prevent the consideration and
approval or disapproval at a meeting of stockholders of reports
of officers, directors and committees of the Board of Directors;
but, in connection with such reports, no business shall be acted
upon at such meeting unless the procedures set forth in this
Section 6 are complied with.
7. CONDUCT OF MEETINGS. Meetings of the stockholders shall be
presided over by officers in the order of seniority and if
present and acting - the Chairman of the Board, if any, the
Vice-Chairman of the Board, if any, the President, a
Vice-President, or, if none of the foregoing is in office and
present and acting, by a chairman to be chosen by the
stockholders. The Secretary of the Corporation, or in his
absence, an Assistant Secretary, shall act as secretary of every
meeting, but if neither the Secretary nor an Assistant Secretary
is present the Chairman of the meeting shall appoint a secretary
of the meeting.
8. PROXY REPRESENTATION. Every stockholder may authorize another
person or persons to act for him by proxy in all matters in which
a stockholder is entitled to participate, whether by waiving
notice of any meeting, voting or participating at a meeting, or
expressing consent or dissent without a meeting. Every proxy must
be signed by the stockholder or by his attorney-in-fact. No proxy
shall be voted or acted upon after three years from its date
unless such proxy provides for a longer period. A duly executed
proxy shall be irrevocable if it states that it is irrevocable
and, if, and only as long as it is coupled with an interest
sufficient in law to support an irrevocable power. A proxy may be
made irrevocable regardless of whether the interest with which it
is coupled is an interest in the stock itself or an interest in
the Corporation generally.
9. INSPECTORS. The Board of Directors, in advance of any meeting,
may, but need not, appoint one or more inspectors of election to
act at the meeting or any adjournment thereof. If an inspector or
inspectors are not appointed, the person presiding at the meeting
may, but need not, appoint one or more inspectors. In case any
person who may be appointed as an inspector fails to appear or
act, the vacancy may be filled by appointment made by the Board
of Directors in advance of the meeting or at the meeting by the
person presiding thereat. Each inspector, if any, before entering
upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspectors at such meeting
with strict impartiality and according to the best of his
ability. The inspectors, if any, shall determine the number of
shares of stock outstanding and the voting power of each, the
shares of stock represented at the meeting, the existence
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of a quorum, the validity and effect of proxies, and shall
receive votes, ballots, or consents, hear and determine all
challenges and questions arising in connection with the right to
vote, count and tabulate all votes, ballots, or consents,
determine the result, and do such acts as are proper to conduct
the election or vote with fairness to all stockholders. On
request of the person presiding at the meeting, the inspector or
inspectors, if any, shall make a report in writing of any
challenge, question, or matter determined by him or them and
execute a certificate of any fact found by him or them.
10. QUORUM. The holders of a majority of the outstanding shares of
stock shall constitute a quorum at a meeting of stockholders for
the transaction of any business. The stockholders present may
adjourn the meeting despite the absence of a quorum.
11. VOTING. Each share of stock shall entitle the holders thereof to
one vote. Directors shall be elected by a plurality of the votes
of the shares present in person or represented by proxy at the
meeting and entitled to vote on the election of directors. Any
other action shall be authorized by a majority of the votes cast
except where the General Corporation Law prescribes a different
percentage of votes and/or a different exercise of voting power,
and except as may be otherwise prescribed by the provisions of
the Certificate of Incorporation and these Bylaws. In the
election of directors, and for any other action, voting need not
be by ballot.
ARTICLE II
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DIRECTORS
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A. FUNCTIONS AND DEFINITIONS.
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The business and affairs of the Corporation shall be managed by
or under the direction of the Board of Directors of the Corporation. The Board
of Directors shall have the authority to fix the compensation of the members
thereof. The use of the phrase "whole board" herein refers to the total number
of directors which the corporation would have if there were no vacancies.
B. QUALIFICATIONS AND NUMBER.
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A director need not be a stockholder, a citizen of the United
States, or a resident of the State of Delaware. The initial Board of Directors
shall consist of two persons. Upon the consummation of the initial public
offering, the number of directors constituting the whole board shall be at least
five. Subject to the foregoing limitation and
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except for the first Board of Directors, such number shall be determined in the
manner proscribed by the Certificate of Incorporation.
C. ELECTION AND TERM.
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The Certificate of Incorporation governs the election and term of
members of the Board of Directors as well as the action necessary to change such
governing provisions.
D. MEETINGS.
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1. TIME. Meetings shall be held at such time as the Board of
Directors shall fix, except that the first meeting of a newly
elected Board of Directors shall be held as soon after its
election as the directors may conveniently assemble.
2. PLACE. Meetings shall be held at such place within or without the
State of Delaware as shall be fixed by the Board of Directors.
3. CALL. No call shall be required for regular meetings for which
the time and place have been fixed. Special meetings may be
called by or at the direction of the Chairman of the Board, if
any, the Vice-Chairman of the Board, if any, the President, or of
a majority of the directors in office.
4. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be
required for regular meetings for which the time and place have
been fixed. Written, oral, or any other mode of notice of the
time and place shall be given for special meetings in sufficient
time for the convenient assembly of the directors thereat. Notice
need not be given to any director or to any member of a committee
of directors who submits a written waiver of notice signed by him
before or after the time stated therein. Attendance of any such
person at a meeting shall constitute a waiver of notice of such
meeting, except when he attends a meeting for the express purpose
of objecting, at the beginning of the meeting, to the transaction
of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the directors need
be specified in any written waiver of notice.
5. QUORUM AND ACTION. A majority of the whole Board of Directors
shall constitute a quorum except when a vacancy or vacancies
prevents such majority, whereupon a majority of the directors in
office shall constitute a quorum, provided, that such majority
shall constitute at least one-third of the whole Board of
Directors, if no vacancies existed. A majority of the directors
present, whether or not a quorum is present, may
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adjourn a meeting to another time and place. Except as herein
otherwise provided, and except as otherwise provided by the
General Corporation Law, the vote of the majority of the
directors present at a meeting at which a quorum is present shall
be the act of the Board of Directors. The quorum and voting
provisions herein stated shall not be construed as conflicting
with any provisions of the General Corporation Law and these
Bylaws which govern a meeting of directors held to fill vacancies
and newly created directorships in the Board of Directors or
action of disinterested directors. Any member or members of the
Board of Directors or of any committee designated by the Board,
may participate in a meeting of the Board of Directors, or any
such committee, as the case may be, by means of a conference
telephone call or similar communications equipment by means of
which all persons participating in the meeting can hear each
other.
6. CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if
present and acting, shall preside at all meetings. Otherwise, the
Vice-Chairman of the Board, if any and if present and acting, or
the President, if present and acting, or any other director
chosen by the Board of Directors, shall preside.
E. REMOVAL OF DIRECTORS.
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Except as may otherwise be provided by the General Corporation
Law, any director or the entire Board of Directors may be removed only for cause
by the affirmative vote of the holders of at least two-thirds of the shares of
the capital stock of the Corporation issued and outstanding and entitled to vote
generally in the election of directors.
F. COMMITTEES.
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The Board of Directors may, by resolution passed by a majority of
the whole Board of Directors, designate one or more committees, each committee
to consist of one or more of the directors of the Corporation. The Board of
Directors may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. In the absence or disqualification of any member of any such
committee or committees, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board of Directors,
shall have and may exercise the powers and authority of the Board of Directors
in the management of the business and affairs of the Corporation with the
exception of any authority the delegation of which is prohibited by ss. 141 of
the General Corporation Law, and may authorize the seal of the Corporation to be
affixed to all papers which may require it.
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G. WRITTEN ACTION.
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Any action required or permitted to be taken at any meeting of
the Board of Directors or any committee thereof may be taken without a meeting
if all members of the Board of Directors or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board of Directors or committee.
ARTICLE III
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OFFICERS
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The officers of the Corporation shall consist of a Chairman of
the Board, a President, a Secretary, a Treasurer, and, if deemed necessary,
expedient, or desirable by the Board of Directors, a Vice-Chairman of the Board,
an Executive Vice-President, one or more other Vice-Presidents, one or more
Assistant Secretaries, one or more Assistant Treasurers, and such other officers
with such titles as the resolution of the Board of Directors choosing them shall
designate. Except as may otherwise be provided in the resolution of the Board of
Directors choosing him, no officer other than the Chairman or Vice-Chairman of
the Board, if any, need be a director. Any number of offices may be held by the
same person, as the directors may determine.
Unless otherwise provided in the resolution choosing him, each
officer shall be chosen for a term which shall continue until the meeting of the
Board of Directors following the next annual meeting of stockholders and until
his successor shall have been chosen and qualified.
All officers of the Corporation shall have such authority and
perform such duties in the management and operation of the Corporation as shall
be prescribed in the resolutions of the Board of Directors designating and
choosing such officers and prescribing their authority and duties, and shall
have such additional authority and duties as are incident to their office except
to the extent that such resolutions may be inconsistent therewith. The Secretary
or an Assistant Secretary of the Corporation shall record all of the proceedings
of all meetings and actions in writing of stockholders, directors, and
committees of directors, and shall exercise such additional authority and
perform such additional duties as the Board of Directors shall assign to him.
Any officer may be removed, with or without cause, by the Board of Directors.
Any vacancy in any office may be filled by the Board of Directors.
ARTICLE IV
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CORPORATE SEAL
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The corporate seal shall be in such form as the Board of
Directors shall prescribe.
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ARTICLE V
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FISCAL YEAR
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The fiscal year of the Corporation shall be fixed, and shall be
subject to change, by the Board of Directors.
ARTICLE VI
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CONTROL OVER BYLAWS
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Subject to the provisions of the Certificate of Incorporation and
the provisions of the General Corporation Law, the power to amend, alter, or
repeal these Bylaws and to adopt new Bylaws may be exercised by the Board of
Directors or by the stockholders.
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