Exhibit 3.4
VSI ACQUISITION II CORPORATION
BY-LAWS
ARTICLE I
MEETINGS OF STOCKHOLDERS
Section 1. Place of Meeting and Notice. Meetings of the
stockholders of the Corporation shall be held at such place either within or
without the State of Delaware as the Board of Directors may determine.
Section 2. Annual and Special Meetings. Annual meetings of
stockholders shall be held, at a date, time and place fixed by the Board of
Directors and stated in the notice of meeting, to elect a Board of Directors
and to transact such other business as may properly come before the meeting.
Special meetings of the stockholders may be called by the President for any
purpose and shall be called by the President or Secretary if directed by the
Board of Directors or requested in writing by the holders of not less than 25%
of the capital stock of the Corporation. Each such stockholder request shall
state the purpose of the proposed meeting.
Section 3. Notice. Except as otherwise provided by law, at
least 10 and not more than 60 days before each meeting of stockholders,
written notice of the time, date and place of the meeting, and, in the case of
a special meeting, the purpose or purposes for which the meeting is called,
shall be given to each stockholder.
Section 4. Quorum. At any meeting of stockholders, the
holders of record, present in person or by proxy, of a majority of the
Corporation's issued and outstanding capital stock shall constitute a quorum
for the transaction of business, except as otherwise provided by law. In the
absence of a quorum, any officer entitled to preside at or to act as secretary
of the meeting shall have power to adjourn the meeting from time to time until
a quorum is present.
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Section 5. Voting. Except as otherwise provided by law, all
matters submitted to a meeting of stockholders shall be decided by vote of the
holders of record, present in person or by proxy, of a majority of the
Corporation's issued and outstanding capital stock.
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ARTICLE II
DIRECTORS
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Section 1. Number, Election and Removal of Directors. The
number of Directors that shall constitute the Board of Directors shall not be
less than one or more than fifteen. The first Board of Directors shall consist
of four Directors. Thereafter, within the limits specified above, the number
of Directors shall be determined by the Board of Directors or the
stockholders. The Directors shall be elected by stockholders at their annual
meeting. Vacancies and newly created directorships resulting from any increase
in the number of Directors may be filled by a majority of the Directors then
in office, although less than a quorum, or by the sole remaining Director or
by the stockholders. A Director may be removed with or without cause by the
stockholders.
Section 2. Meetings. Regular meetings of the Board of
Directors shall be held at such times and places as may from time
to time be fixed by the Board of Directors or as may be specified
in a notice of meeting.
Section 3. Quorum. One-third of the total number of
Directors shall constitute a quorum for the transaction of business. If a
quorum is not present at any meeting of the Board of Directors, the Directors
present may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until such a quorum is present. Except as
otherwise provided by law, the Certificate of Incorporation of the
Corporation, these By-Laws or any contract or agreement to which the
Corporation is a party, the act of a majority of the Directors present at any
meeting at which there is a quorum shall be the act of the Board of Directors.
Section 4. Committee. The Board of Directors may, by
resolution adopted by a majority of the whole Board, designate one or more
committees, including, without limitation, an Executive Committee, to have and
exercise such power and authority as the Board of Directors shall specify. In
the absence or disqualification of a member of a committee, 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
Director to act at the absent or disqualified member.
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ARTICLE III
OFFICERS
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The officers of the Corporation shall consist of a
President, a Vice President, a Secretary, a Treasurer, an Assistant Secretary
and an Assistant Treasurer, and such other additional officers with such
titles as the Board of Directors shall determine, all of which shall be chosen
by and shall serve at the pleasure of the Board of Directors. Such officers
shall have the usual powers and shall perform all the usual duties incident to
their respective offices. All officers shall be subject to the supervision and
direction of the Board of Directors. The authority, duties or responsibilities
of any officer of the Corporation may be suspended by the President with or
without cause. Any officer elected or appointed by the Board of Directors may
be removed by the Board of Directors with or without cause.
ARTICLE IV
INDEMNIFICATION
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To the fullest extent permitted by the Delaware General
Corporation Law, the corporation shall indemnify any current or former
Director or officer of the Corporation and may, at the discretion of the Board
of Directors, indemnify any current or former employee or agent of the
Corporation against all expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with any
threatened, pending or completed action, suit or proceeding brought by or in
the right of the Corporation or otherwise, to which he was or is a party by
reason of his current or former position with the Corporation or by reason of
the fact that he is or was serving, at the request of the Corporation, as a
director, officer, partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise.
ARTICLE V
GENERAL PROVISIONS
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Section 1. Notices. Whenever any statute, the
Certificate of Incorporation or these By-Laws require notice to
be given to any Director or stockholder, such notice may be given
in writing by mail, addressed to such Director or stockholder at
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his address as it appears in the records of the Corporation, with postage
thereon prepaid. Such notice shall be deemed to have been given when it is
deposited in the United States mail. Notice to Directors may also be given by
telegram.
Section 2. Fiscal Year. The fiscal year of the
Corporation shall be fixed by the Board of Directors.