EXHIBIT 3.32
BY-LAWS
OF
CPI HOLDING CORPORATION
A DELAWARE CORPORATION
ARTICLE I
OFFICES
1.1 REGISTERED OFFICE.
The registered office of the corporation in the State of Delaware shall be
located at 1013 Centre Road, Wilmington, Delaware, County of New Castle. The
name of the corporation's registered agent at such address shall be The
Prentice-Hall Corporation System, Inc. The registered office and/or registered
agent of the corporation may be changed from time to time by action of the board
of directors.
1.2 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
MEETINGS OF STOCKHOLDERS
2.1 PLACE AND TIME OF MEETINGS.
An annual meeting of the stockholders shall be held each year within one
hundred twenty (120) days after the close of the immediately preceding fiscal
year of the corporation for the purpose of electing directors and conducting
such other proper business as may come before the meeting. The date, time and
place of the annual meeting shall be determined by the president of the
corporation; provided, that if the president does not act, the board of
directors shall determine the date, time and place of such meeting.
2.2 SPECIAL MEETINGS.
Special meetings of stockholders may be called for any purpose and may be
held at such time and place, within or without the State of Delaware, as shall
be stated in a notice of meeting or in a duly executed waiver of notice thereof.
2.3 PLACE OF MEETINGS.
The board of directors may designate any place, either within or without
the State of Delaware, as the place of meeting for any annual meeting or for any
special meeting called by the board of directors. If no designation is made, or
if a special meeting be otherwise called, the place of meeting shall be the
principal executive office of the corporation.
2.4 NOTICE.
Whenever stockholders are required or permitted to take action at a
meeting, written or printed notice stating the place, date, time, and, in the
case of special meetings, the purpose or purposes, of such meeting, shall be
given to each stockholder entitled to vote at such meeting not less than ten
(10) nor more than sixty (60) days before the date of the meeting. All such
notices shall be delivered, either personally or by mail, by or at the direction
of the board of directors, the president or the secretary, and if mailed, such
notice shall be deemed to be delivered when deposited in the United States mail,
postage prepaid, addressed to the stockholder at his, her or its address as the
same appears on the records of the corporation. Attendance of a person 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 because the meeting is not lawfully
called or convened.
2.5 STOCKHOLDERS LIST.
The officer having charge of the stock ledger of the corporation shall
make, at least ten (10) days before every meeting of the stockholders, a
complete list of the stockholders entitled to vote at such meeting arranged in
alphabetical order, 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 (10) days prior to
the meeting, either at a place within the city 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.
2.6 QUORUM.
The holders of a majority of the outstanding shares of capital stock,
present in person or represented by proxy, shall constitute a quorum at all
meetings of the stockholders, except as otherwise provided by statute or by the
certificate of incorporation. If a quorum is not present, the holders of a
majority of the shares present in person or represented by proxy at the meeting,
and entitled to vote at the meeting, may adjourn the meeting to another time
and/or place.
2.7 ADJOURNED MEETINGS.
When a meeting is adjourned to another time and place, notice need not be
given of the adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken. At the adjourned meeting the
corporation may transact any business which might have been transacted at the
original meeting. If the adjournment is for more than thirty
(30) days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.
2.8 VOTE REQUIRED.
When a quorum is present, the affirmative vote of the majority of shares
present in person or represented by proxy at the meeting and entitled to vote on
the subject matter shall be the act of the stockholders, unless the question is
one upon which by express provisions of an applicable law or of the certificate
of incorporation a different vote is required, in which case such express
provision shall govern and control the decision of such question.
2.9 VOTING RIGHTS.
Except as otherwise provided by the General Corporation Law of the State
of Delaware or by the certificate of incorporation of the corporation or any
amendments thereto and subject to Section 3 of Article VI hereof, every
stockholder shall at every meeting of the stockholders be entitled to one (1)
vote in person or by proxy for each share of common stock held by such
stockholder.
2.10 PROXIES.
Each stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for him or her by proxy, but no such
proxy shall be voted or acted upon after three (3) years from its date, unless
the 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. Any proxy is suspended when the person executing the proxy is present
at a meeting of stockholders and elects to vote, except that when such proxy is
coupled with an interest and the fact of the interest appears on the face of the
proxy, the agent named in the proxy shall have all voting and other rights
referred to in the proxy, notwithstanding the presence of the person executing
the proxy. At each meeting of the stockholders, and before any voting commences,
all proxies filed at or before the meeting shall be submitted to and examined by
the secretary or a person designated by the secretary, and no shares may be
represented or voted under a proxy that has been found to be invalid or
irregular.
2.11 ACTION BY WRITTEN CONSENT.
Unless otherwise provided in the certificate of incorporation, any action
required to be taken at any annual or special meeting of stockholders of the
corporation, or any action which may be taken at any annual or special meeting
of such stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent or consents in writing, setting forth the action so
taken and bearing the dates of signature of the stockholders who signed the
consent or consents, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted and shall be delivered to the
corporation by delivery to its registered office in the state of Delaware, or
the corporation's principal place of business, or an officer or agent of the
corporation having custody of the book or books in which proceedings of meetings
of the stockholders are recorded. Delivery made to the corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested provided, however, that no consent or consents delivered by certified
or registered mail shall be deemed delivered until such consent or consents are
actually received at the registered office. All consents properly delivered in
accordance with this section shall be deemed to be recorded when so delivered.
No written consent shall be effective to take the corporate action referred to
therein unless, within sixty (60) days of the earliest dated consent delivered
to the corporation as required by this section, written consents signed by the
holders of a sufficient number of shares to take such corporate action are so
recorded. Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing. Any action taken pursuant to such written consent
or consents of the stockholders shall have the same force and effect as if taken
by the stockholders at a meeting thereof.
ARTICLE III
DIRECTORS
3.1 GENERAL POWERS.
The business and affairs of the corporation shall be managed by or under
the direction of the board of directors.
3.2 NUMBER, ELECTION AND TERM OF OFFICE.
The number of directors which shall constitute the first board shall be
three (3). Thereafter, the number of directors shall be established from time to
time by resolution of the board. The 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 in the election of directors. The directors shall
be elected in this manner at the annual meeting of the stockholders, except as
provided in Section 4 of this Article III. Each director elected shall hold
office until a successor is duly elected and qualified or until his or her
earlier death, resignation or removal as hereinafter provided.
3.3 REMOVAL AND RESIGNATION.
Any director or the entire board of directors may be removed at any time,
with or without cause, by the holders of a majority of the shares then entitled
to vote at an election of directors. Whenever the holders of any class or series
are entitled to elect one or more directors by the provisions of the
corporation's certificate of incorporation, the provisions of this section shall
apply, in respect to the removal without cause of a director or directors so
elected, to the vote of the holders of the outstanding shares of that class or
series and not to the vote of the outstanding shares as a whole. Any director
may resign at any time upon written notice to the corporation.
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3.4 VACANCIES.
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, though less than a quorum, or by a sole remaining director. Each
director so chosen shall hold office until a successor is duly elected and
qualified or until his or her earlier death, resignation or removal as herein
provided.
3.5 ANNUAL MEETINGS.
The annual meeting of each newly elected board of directors shall be held
without other notice than this by-law immediately after, and at the same place
as, the annual meeting of stockholders.
3.6 OTHER MEETINGS AND NOTICE.
Regular meetings, other than the annual meeting, of the board of directors
may be held without notice at such time and at such place as shall from time to
time be determined by resolution of the board. Special meetings of the board of
directors may be called by or at the request of the president on at least
twenty-four (24) hours notice to each director, either personally, by telephone,
by mail, or by telegraph.
3.7 QUORUM, REQUIRED VOTE AND ADJOURNMENT.
A majority of the total number of directors shall constitute a quorum for
the transaction of business. The vote of a majority of directors present at a
meeting at which a quorum is present shall be the act of the board of directors.
If a quorum shall not be present at any meeting of the board 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.
3.8 COMMITTEES.
The board of directors may, by resolution passed by a majority of the
whole board, designate one or more committees, each committee to consist of one
or more of the directors of the corporation, which to the extent provided in
such resolution or these by-laws shall have and may exercise the powers of the
board of directors in the management and affairs of the corporation except as
otherwise limited by law. 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. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the board of directors. Each committee shall keep
regular minutes of its meetings and report the same to the board of directors
when required.
3.9 COMMITTEE RULES.
Each committee of the board of directors may fix its own rules of
procedure and shall hold its meetings as provided by such rules, except as may
otherwise be provided by a resolution of the board of directors designating such
committee. Unless otherwise provided in such a
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resolution, the presence of at least a majority of the members of the committee
shall be necessary to constitute a quorum. In the event that a member and that
member's alternate, if alternates are designated by the board of directors as
provided in Section 8 of this Article III, of such committee is or are absent or
disqualified, the member or members thereof present at any meeting and not
disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the board of directors to act
at the meeting in place of any such absent or disqualified member.
3.10 COMMUNICATIONS EQUIPMENT.
Members of the board of directors or any committee thereof may participate
in and act at any meeting of such board or committee through the use of a
conference telephone or other communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in
the meeting pursuant to this section shall constitute presence in person at the
meeting.
3.11 WAIVER OF NOTICE AND PRESUMPTION OF ASSENT.
Any member of the board of directors or any committee thereof who is
present at a meeting shall be conclusively presumed to have waived notice of
such meeting except when such member attends 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. Such member shall be
conclusively presumed to have assented to any action taken unless his or her
dissent shall be entered in the minutes of the meeting or unless his or her
written dissent to such action shall be filed with the person acting as the
secretary of the meeting before the adjournment thereof or shall be forwarded by
registered mail to the secretary of the corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to any member
who voted in favor of such action.
3.12 ACTION BY WRITTEN CONSENT.
Unless otherwise restricted by the certificate of incorporation, any
action required or permitted to be taken at any meeting of the board of
directors, or of any committee thereof, may be taken without a meeting if all
members of the board 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 or committee.
ARTICLE IV
OFFICERS
4.1 NUMBER.
The officers of the corporation shall be elected by the board of directors
and shall consist of a president, one or more vice-presidents, secretary, a
treasurer, and such other officers and assistant officers as may be deemed
necessary or desirable by the board of directors. Any number of offices may be
held by the same person. In its discretion, the board of directors may choose
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not to fill any office for any period as it may deem advisable, except that the
offices of president and secretary shall be filled as expeditiously as possible.
4.2 ELECTION AND TERM OF OFFICE.
The officers of the corporation shall be elected annually by the board of
directors at its first meeting held after each annual meeting of stockholders or
as soon thereafter as conveniently may be. The president shall be elected
annually by the board of directors at the first meeting of the board of
directors held after each annual meeting of stockholders or as soon thereafter
as conveniently may be. The president shall appoint other officers to serve for
such terms as he or she deems desirable. Vacancies may be filled or new offices
created and filled at any meeting of the board of directors. Each officer shall
hold office until a successor is duly elected and qualified or until his or her
earlier death, resignation or removal as hereinafter provided.
4.3 REMOVAL.
Any officer or agent elected by the board of directors may be removed by
the board of directors whenever in its judgment the best interests of the
corporation would be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed.
4.4 VACANCIES.
Any vacancy occurring in any office because of death, resignation,
removal, disqualification or otherwise, may be filled by the board of directors
for the unexpired portion of the term by the board of directors then in office.
4.5 COMPENSATION.
Compensation of all officers shall be fixed by the board of directors, and
no officer shall be prevented from receiving such compensation by virtue of his
or her also being a director of the corporation.
4.6 THE PRESIDENT.
The president shall be the chief executive officer of the corporation;
shall preside at all meetings of the stockholders and board of directors at
which he is present; subject to the powers of the board of directors, shall have
general charge of the business, affairs and property of the corporation, and
control over its officers, agents and employees; and shall see that all orders
and resolutions of the board of directors are carried into effect. The president
shall execute bonds, mortgages and other contracts requiring a seal, under the
seal of the corporation, except where required or permitted by law to be
otherwise signed and executed and except where the signing and execution thereof
shall be expressly delegated by the board of directors to some other officer or
agent of the corporation. The president shall have such other powers and perform
such other duties as may be prescribed by the board of directors or as may be
provided in these by-laws.
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4.7 VICE-PRESIDENTS.
The vice-president, or if there shall be more than one, the
vice-presidents in the order determined by the board of directors or by the
president, shall, in the absence or disability of the president, act with all of
the powers and be subject to all the restrictions of the president. The
vice-presidents shall also perform such other duties and have such other powers
as the board of directors, the president or these bylaws may, from time to time,
prescribe.
4.8 THE SECRETARY AND ASSISTANT SECRETARIES.
The secretary shall attend all meetings of the board of directors, all
meetings of the committees thereof and all meetings of the stockholders and
record all the proceedings of the meetings in a book or books to be kept for
that purpose. Under the president's supervision, the secretary shall give, or
cause to be given, all notices required to be given by these by-laws or by law;
shall have such powers and perform such duties as the board of directors, the
president or these bylaws may, from time to time, prescribe; and shall have
custody of the corporate seal of the corporation. The secretary, or an assistant
secretary, shall have authority to affix the corporate seal to any instrument
requiring it and when so affixed, it may be attested by his signature or by the
signature of such assistant secretary. The board of directors may give general
authority to any other officer to affix the seal of the corporation and to
attest the affixing by his signature. The assistant secretary, or if there be
more than one, the assistant secretaries in the order determined by the board of
directors, shall, in the absence or disability of the secretary, perform the
duties and exercise the powers of the secretary and shall perform such other
duties and have such other powers as the board of directors, the president, or
secretary may, from time to time, prescribe.
4.9 THE TREASURER AND ASSISTANT TREASURER.
The treasurer shall have the custody of the corporate funds and
securities; shall keep full and accurate accounts of receipts and disbursements
in books belonging to the corporation; shall deposit all monies and other
valuable effects in the name and to the credit of the corporation as may be
ordered by the board of directors; shall cause the funds of the corporation to
be disbursed when such disbursements have been duly authorized, taking proper
vouchers for such disbursements; and shall render to the president and the board
of directors, at its regular meeting or when the board of directors so requires,
an account of the corporation; shall have such powers and perform such duties as
the board of directors, the president or these by-laws may, from time to time,
prescribe. If required by the board of directors, the treasurer shall give the
corporation a bond (which shall be rendered every six (6) years) in such sums
and with such surety or sureties as shall be satisfactory to the board of
directors for the faithful performance of the duties of the office of treasurer
and for the restoration to the corporation, in case of death, resignation,
retirement, or removal from office, of all books, papers, vouchers, money, and
other property of whatever kind in the possession or under the control of the
treasurer belonging to the corporation. The assistant treasurer, or if there
shall be more than one, the assistant treasurers in the order determined by the
board of directors, shall in the absence or disability of the treasurer, perform
the duties and exercise the powers of the treasurer. The assistant treasurers
shall perform such other duties and have such other powers as the board of
directors, the president or treasurer may, from time to time, prescribe.
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4.10 OTHER OFFICERS. ASSISTANT OFFICERS AND AGENTS.
Officers, assistant officers and agents, if any, other than those whose
duties are provided for in these by-laws, shall have such authority and perform
such duties as may from time to time be prescribed by resolution of the board of
directors.
4.11 ABSENCE OR DISABILITY OF OFFICERS.
In the case of the absence or disability of any officer of the corporation
and of any person hereby authorized to act in such officer's place during such
officer's absence or disability, the board of directors may by resolution
delegate the powers and duties of such officer to any other officer or to any
director, or to any other person whom it may select.
ARTICLE V
INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS
5.1 NATURE OF INDEMNITY.
Each person who was or is made a party or is threatened to be made a party
to or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by reason of the
fact that he, or a person of whom he is the legal representative, is or was a
director or officer, of the corporation or is or was serving at the request of
the corporation as a director, officer, employee, fiduciary, or agent of another
corporation or of a partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless by the corporation to the fullest extent which
it is empowered to do so unless prohibited from doing so by the General
Corporation Law of the State of Delaware, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent that such
amendment permits the corporation to provide broader indemnification rights than
said law permitted the corporation to provide prior to such amendment) against
all expense, liability and loss (including attorneys' fees actually and
reasonably incurred by such person in connection with such proceeding) and such
indemnification shall inure to the benefit of his heirs, executors and
administrators; provided, however, that, except as provided in Section 2 hereof,
the corporation shall indemnify any such person seeking indemnification in
connection with a proceeding initiated by such person only if such proceeding
was authorized by the board of directors of the corporation. The right to
indemnification conferred in this Article V shall be a contract right and,
subject to Sections 2 and 5 hereof, shall include the right to be paid by the
corporation the expenses incurred in defending any such proceeding in advance of
its final disposition. The corporation may, by action of its board of directors,
provide indemnification to employees and agents of the corporation with the same
scope and effect as the foregoing indemnification of directors and officers.
5.2 PROCEDURE FOR INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Any indemnification of a director or officer of the corporation under
Section 1 of this Article V or advance of expenses under Section 5 of this
Article V shall be made promptly, and in any event within thirty (30) days, upon
the written request of the director or officer. If a determination by the
corporation that the director or officer is entitled to indemnification
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pursuant to this Article V is required, and the corporation fails to respond
within sixty (60) days to a written request for indemnity, the corporation shall
be deemed to have approved the request. If the corporation denies a written
request for indemnification or advancing of expenses, in whole or in part, or if
payment in full pursuant to such request is not made within thirty (30) days,
the right to indemnification or advances as granted by this Article V shall be
enforceable by the director or officer in any court of Competent jurisdiction.
Such person's costs and expenses incurred in connection with successfully
establishing his right to indemnification, in whole or in part, in any such
action shall also be indemnified by the corporation. It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any, has been tendered to the corporation) that the
claimant has not met the standards of conduct which make it permissible under
the General Corporation Law of the State of Delaware for the corporation to
indemnify the claimant for the amount claimed, but the burden of such defense
shall be on the corporation. Neither the failure of the corporation (including
its board of directors, independent legal counsel, or its stockholders) to have
made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because he has
met the applicable standard of conduct set forth in the General Corporation Law
of the State of Delaware, nor an actual determination by the corporation
(including its board of directors, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.
5.3 ARTICLE NOT EXCLUSIVE.
The rights to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in this
Article V shall not be exclusive of any other right which any person may have or
hereafter acquire under any statute, provision of the certificate of
incorporation, by-law, agreement, vote of stockholders or disinterested
directors or otherwise.
5.4 INSURANCE.
The corporation may purchase and maintain insurance on its own behalf and
on behalf of any person who is or was a director, officer, employee, fiduciary,
or agent of the corporation or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him or her and incurred by him or her in any such capacity, whether or not the
corporation would have the power to indemnify such person against such liability
under this Article V.
5.5 EXPENSES.
Expenses incurred by any person described in Section 1 of this Article V
in defending a proceeding shall be paid by the corporation in advance of such
proceeding's final disposition unless otherwise determined by the board of
directors in the specific case upon receipt of an undertaking by or on behalf of
the director or officer to repay such amount if it shall ultimately be
determined that he or she is not entitled to be indemnified by the corporation.
Such expenses
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incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the board of directors deems appropriate.
5.6 EMPLOYEES AND AGENTS.
Persons who are not covered by the foregoing provisions of this Article V
and who are or were employees or agents of the corporation, or who are or were
serving at the request of the corporation as employees or agents of another
corporation, partnership, joint venture, trust or other enterprise, may be
indemnified to the extent authorized at any time or from time to time by the
board of directors.
5.7 CONTRACT RIGHTS.
The provisions of this Article V shall be deemed to be a contract right
between the corporation and each director or officer who serves in any such
capacity at any time while this Article V and the relevant provisions of the
General Corporation Law of the State of Delaware or other applicable law are in
effect, and any repeal or modification of this Article V or any such law shall
not affect any rights or obligations then existing with respect to any state of
facts or proceeding then existing.
5.8 MERGER OR CONSOLIDATION.
For purposes of this Article V, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this Article V with respect to the resulting or surviving
corporation as he or she would have with respect to such constituent corporation
if its separate existence had continued.
ARTICLE VI
CERTIFICATES OF STOCK
6.1 FORM.
Every holder of stock in the corporation shall be entitled to have a
certificate, signed by, or in the name of the corporation by the president or a
vice-president and the secretary or an assistant secretary of the corporation,
certifying the number of shares of a specific class or series owned by such
holder in the corporation. If such a certificate is countersigned (1) by a
transfer agent or an assistant transfer agent other than the corporation or its
employee or(2) by a registrar, other than the corporation or its employee, the
signature of any such president, vice-president, secretary, or assistant
secretary may be facsimiles. In case any officer or officers who have signed, or
whose facsimile signature or signatures have been used on, any such certificate
or certificates shall cease to be such officer or officers of the corporation
whether because of death,
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resignation or otherwise before such certificate or certificates have been
delivered by the corporation, such certificate or certificates may nevertheless
be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer or officers of the corporation.
All certificates for shares shall be consecutively numbered or otherwise
identified. The name of the person to whom the shares represented thereby are
issued, with the number of shares and date of issue, shall be entered on the
books of the corporation. Shares of stock of the corporation shall only be
transferred on the books of the corporation by the holder of record thereof or
by such holder's attorney duly authorized in writing, upon surrender to the
corporation of the certificate or certificates for such shares endorsed by the
appropriate person or persons, with such evidence of the authenticity of such
endorsement, transfer, authorization, and other matters as the corporation may
reasonably require, and accompanied by all necessary stock transfer stamps. In
that event, it shall be the duty of the corporation to issue a new certificate
to the person entitled thereto, cancel the old certificate or certificates, and
record the transaction on its books. The board of directors may appoint a bank
or trust company organized under the laws of the United States or any state
thereof to act as its transfer agent or registrar, or both in connection with
the transfer of any class or series of securities of the corporation.
6.2 LOST CERTIFICATES.
The board of directors may direct a new certificate or certificates to be
issued in place of any certificate or certificates previously 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 of stock to be
lost, stolen, or destroyed. When authorizing such issue of a new certificate or
certificates, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen, or
destroyed certificate or certificates, or his or her legal representative, to
give the corporation a bond sufficient to indemnify the corporation against any
claim that may be made against the corporation on account of the loss, theft or
destruction of any such certificate or the issuance of such new certificate.
6.3 FIXING A RECORD DATE FOR STOCKHOLDER MEETINGS.
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 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 (60)
nor less than ten (10) 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 next day 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.
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6.4 FIXING A 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 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. If no
record date has been fixed by the board of directors, 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
statute, 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 off.ice 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
statute, 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.
6.5 FIXING A RECORD DATE FOR OTHER PURPOSES.
In order that the corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment or any rights
or the stockholders entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purposes 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 (60) 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.
6.6 REGISTERED STOCKHOLDERS.
Prior to the surrender to the corporation of the certificate or
certificates for a share or shares of stock with a request to record the
transfer of such share or shares, the corporation may treat the registered owner
as the person entitled to receive dividends, to vote, to receive notifications,
and otherwise to exercise all the rights and powers of an owner. The corporation
shall not be bound to recognize any equitable or other claim to 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.
6.7 SUBSCRIPTIONS FOR STOCK.
Unless otherwise provided for in the subscription agreement, subscriptions
for shares shall be paid in full at such time, or in such installments and at
such times, as shall be determined by the board of directors. Any call made by
the board of directors for payment on subscriptions shall be uniform as to all
shares of the same class or as to all shares of the same series. In case of
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default in the payment of any installment or call when such payment is due, the
corporation may proceed to collect the amount due in the same manner as any debt
due the corporation.
ARTICLE VII
GENERAL PROVISIONS
7.1 DIVIDENDS.
Dividends upon the capital stock of the corporation, subject to the
provisions of the certificate of incorporation, if any, may be declared by the
board of directors at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property, or in shares of the capital stock, subject to
the provisions of the certificate of incorporation. Before payment of any
dividend, there may be set aside out of any funds of the corporation available
for dividends such sum or sums as the directors from time to time, in their
absolute discretion, think proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the corporation, or any other purpose and the directors may modify
or abolish any such reserve in the manner in which it was created.
7.2 CHECKS, DRAFTS OR ORDERS.
All checks, drafts, or other orders for the payment of money by or to the
corporation and all notes and other evidences of indebtedness issued in the name
of the corporation shall be signed by such officer or officers, agent or agents
of the corporation, and in such manner, as shall be determined by resolution of
the board of directors or a duly authorized committee thereof.
7.3 CONTRACTS.
The board of directors may authorize any officer or officers, or any agent
or agents, of the corporation to enter into any contract or to execute and
deliver any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.
7.4 LOANS.
The corporation may lend money to, or guarantee any obligation of, or
otherwise assist any officer or other employee of the corporation or of its
subsidiary, including any officer or employee who is a director of the
corporation or its subsidiary, whenever, in the judgment of the directors, such
loan, guaranty or assistance may reasonably be expected to benefit the
corporation. The loan, guaranty or other assistance may be with or without
interest, and may be unsecured, or secured in such manner as the board of
directors shall approve, including, without limitation, a pledge of shares of
stock of the corporation. Nothing in this section contained shall be deemed to
deny, limit or restrict the powers of guaranty or warranty of the corporation at
common law or under any statute.
7.5 FISCAL YEAR.
The fiscal year of the corporation shall be fixed by resolution of the
board of directors.
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7.6 CORPORATE SEAL.
The board of directors shall provide a corporate seal which shall be in
the form of a circle and shall have inscribed thereon the name of the
corporation and the words "Corporate Seal, Delaware". The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise.
7.7 VOTING SECURITIES OWNED BY CORPORATION.
Voting securities in any other corporation held by the corporation shall
be voted by the president, unless the board of directors specifically confers
authority to vote with respect thereto, which authority may be general or
confined to specific instances, upon some other person or officer. Any person
authorized to vote securities shall have the power to appoint proxies, with
general power of substitution.
7.8 INSPECTION OF BOOKS AND RECORDS.
Any stockholder of record, in person or by attorney or other agent, shall,
upon written demand under oath stating the purpose thereof, have the right
during the usual hours for business to inspect for any proper purpose the
corporation's stock ledger, a list of its stockholders, and its other books and
records, and to make copies or extracts therefrom. A proper purpose shall mean
any purpose reasonably related to such person's interest as a stockholder. In
every instance where an attorney or other agent shall be the person who seeks
the right to inspection, the demand under oath shall be accompanied by a power
of attorney or such other writing which authorizes the attorney or other agent
to so act on behalf of the stockholder. The demand under oath shall be directed
to the corporation at its registered office in the State of Delaware or at its
principal place of business.
7.9 SECTION HEADINGS.
Section headings in these by-laws are for convenience of reference only
and shall not be given any substantive effect in limiting or otherwise
construing any provision herein.
7.10 INCONSISTENT PROVISIONS.
In the event that any provision of these bylaws is or becomes inconsistent
with any provision of the certificate of incorporation, the General Corporation
Law of the State of Delaware or any other applicable law, the provision of these
by-laws shall not be given any effect to the extent of such inconsistency but
shall otherwise be given full force and effect.
ARTICLE VIII
AMENDMENTS
These by-laws may be amended, altered, or repealed and new by-laws adopted
at any meeting of the board of directors by a majority vote. The fact that the
power to adopt, amend, alter, or repeal the by-laws has been conferred upon the
board of directors shall not divest the stockholders of the same powers.
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