EXHIBIT 3.10
BYLAWS
OF
ARMTEC COUNTERMEASURES CO.
Originally adopted on July 11, 2002.
Amendments are listed on p. i
AMENDMENTS
Date of
Section Effect of Amendment Amendment
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CONTENTS
SECTION 1. DEFINITIONS................................................................................. 1
SECTION 2. STOCKHOLDERS................................................................................ 1
2.1 Annual Meeting........................................................................ 1
2.2 Special Meetings...................................................................... 1
2.3 Date, Time and Place of Meeting....................................................... 2
2.3.1 Determination of Date, Time and Place of Meeting............................. 2
2.3.2 Meetings Held by Remote Communication........................................ 2
2.4 Notice of Meeting..................................................................... 2
2.4.1 Notice Requirements.......................................................... 2
2.4.2 Notice....................................................................... 3
2.4.3 Notice of Adjourned Meeting.................................................. 3
2.4.4 Notice of Special Meeting Called by Stockholders............................. 3
2.5 Waiver of Notice...................................................................... 4
2.5.1 Waiver in Writing............................................................ 4
2.5.2 Waiver by Attendance......................................................... 4
2.6 Fixing of Record Date for Determining Stockholders.................................... 4
2.6.1 Record Date for Meetings..................................................... 4
2.6.2 Record Date for Consent to Corporate Action Without a Meeting................ 4
2.6.3 Record Date for Dividends, Distributions and Other Rights.................... 5
2.7 Voting List........................................................................... 5
2.8 Quorum................................................................................ 6
2.9 Manner of Acting...................................................................... 6
2.9.1 Matters Other than the Election of Directors................................. 6
2.9.2 Election of Directors........................................................ 6
2.10 Proxies............................................................................... 6
2.10.1 Appointment of Proxies....................................................... 6
2.10.2 Delivery of Proxies to Corporation; Duration................................. 7
2.11 Voting of Shares...................................................................... 7
2.12 Voting for Directors.................................................................. 7
2.13 Action by Stockholders Without a Meeting.............................................. 8
2.13.1 Procedure for Consent Action of Stockholders................................. 8
2.13.2 Delivery of Consent to Corporation........................................... 8
2.13.3 Effectiveness of Consent to Take Corporate Action............................ 9
2.13.4 Use of Reproduced Consents................................................... 9
SECTION 3. BOARD OF DIRECTORS.......................................................................... 9
3.1 General Powers........................................................................ 9
3.2 Number and Tenure..................................................................... 9
3.3 Regular Meetings...................................................................... 10
3.4 Special Meetings...................................................................... 10
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3.5 Meetings by Communication Equipment................................................... 10
3.6 Notice of Special Meetings............................................................ 10
3.6.1 Oral Notice.................................................................. 10
3.6.2 Notice by Mail............................................................... 10
3.6.3 Personal Notice.............................................................. 10
3.6.4 Notice by Private Carrier.................................................... 11
3.6.5 Facsimile Notice............................................................. 11
3.6.6 Notice by Electronic Transmission............................................ 11
3.7 Waiver of Notice...................................................................... 11
3.7.1 Waiver in Writing or by Electronic Transmission.............................. 11
3.7.2 Waiver by Attendance......................................................... 11
3.8 Quorum................................................................................ 11
3.8.1 Board of Directors........................................................... 11
3.8.1 Committees................................................................... 12
3.9 Manner of Acting...................................................................... 12
3.10 Presumption of Assent................................................................. 12
3.11 Action by Board or Committees Without a Meeting....................................... 12
3.12 Resignation of Directors and Committee Members........................................ 12
3.13 Removal of Directors and Committee Members............................................ 13
3.13.1 Removal of Directors......................................................... 13
3.13.2 Removal of Committee Members................................................. 13
3.14 Vacancies............................................................................. 13
3.15 Committees............................................................................ 13
3.15.1 Creation of Committees....................................................... 13
3.15.2 Authority of Committees...................................................... 13
3.15.3 Minutes of Meetings.......................................................... 14
3.16 Compensation of Directors and Committee Members....................................... 14
SECTION 4. OFFICERS.................................................................................... 14
4.1 Number of Officers.................................................................... 14
4.2 Resignation of Officers............................................................... 14
4.3 Removal of Officers................................................................... 15
4.4 Vacancies............................................................................. 15
4.5 Chairperson of the Board.............................................................. 15
4.6 President............................................................................. 15
4.7 Vice President........................................................................ 15
4.8 Secretary............................................................................. 15
4.9 Treasurer............................................................................. 16
4.10 Salaries.............................................................................. 16
SECTION 5. CERTIFICATES FOR SHARES AND THEIR TRANSFER.................................................. 16
5.1 Issuance of Shares.................................................................... 16
5.2 Certificates for Shares............................................................... 16
5.3 Uncertificated Shares................................................................. 17
5.4 Stock Records......................................................................... 17
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5.5 Restriction on Transfer............................................................... 17
5.6 Transfer of Shares.................................................................... 18
5.7 Lost or Destroyed Certificates........................................................ 18
SECTION 6. INDEMNIFICATION............................................................................. 18
6.1 Right to Indemnification.............................................................. 18
6.2 Right of Indemnitee to Bring Suit..................................................... 19
6.3 Nonexclusivity of Rights.............................................................. 19
6.4 Insurance, Contracts and Funding...................................................... 20
6.5 Indemnification of Employees and Agents of the Corporation............................ 20
6.6 Persons Serving Other Entities........................................................ 20
SECTION 7. GENERAL MATTERS............................................................................. 20
7.1 Accounting Year....................................................................... 20
7.2 Amendment or Repeal of Bylaws......................................................... 21
7.3 Books and Records..................................................................... 21
7.4 Contracts, Loans, Checks and Deposits................................................. 21
7.4.1 Contracts.................................................................... 21
7.4.2 Loans to the Corporation..................................................... 21
7.4.3 Checks, Drafts, Etc.......................................................... 21
7.4.4 Deposits..................................................................... 21
7.5 Corporate Seal........................................................................ 21
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BYLAWS
OF
ARMTEC COUNTERMEASURES CO.
SECTION 1. DEFINITIONS
As used in these Bylaws, the following terms shall have the following
meanings:
a "Board" shall mean the Board of Directors of the corporation.
b "Certificate of Incorporation" shall mean the corporation's
Certificate of Incorporation and all amendments as filed with the Delaware
Secretary of State.
c "Delaware General Corporation Law" shall mean the General
Corporation Law of the State of Delaware, as now or hereafter amended.
d "Electronic transmission" means any form of communication, not
directly involving the physical transmission of paper, that creates a record
that may be retained, retrieved and reviewed by a recipient thereof, and that
may be directly reproduced in paper form by such a recipient through an
automated process.
SECTION 2. STOCKHOLDERS
2.1 ANNUAL MEETING
The annual meeting of the stockholders shall be held each year within
90 to 180 days after the fiscal year end of the corporation at a date, time and
location determined by resolution of the Board for the purpose of electing
Directors and transacting such other business as may properly come before the
meeting. If the annual meeting is not held on the date designated therefor, the
Board shall cause the meeting to be held on such other date as may be
convenient.
2.2 SPECIAL MEETINGS
The Chairperson of the Board, the President or the Board may call
special meetings of the stockholders for any purpose. Holders of not less than
one-tenth of all the outstanding shares of the corporation entitled to vote at
the meeting may call special meetings of the stockholders for any purpose by
giving written notice to the corporation as specified in subsection 2.4.4 of
these Bylaws.
2.3 DATE, TIME AND PLACE OF MEETING
2.3.1 DETERMINATION OF DATE, TIME AND PLACE OF MEETING
Except as otherwise provided in these Bylaws, all meetings of
stockholders, including those held pursuant to demand by stockholders, shall be
held on such date and at such time and place designated by or at the direction
of the Board. The Board may, in its sole discretion, determine that the meeting
shall not be held at any place, but may instead be held solely by means of
remote communication.
2.3.2 MEETINGS HELD BY REMOTE COMMUNICATION
If authorized by the Board in its sole discretion, and subject to such
guidelines and procedures as the Board may adopt, stockholders and proxy holders
not physically present at a meeting of stockholders may, by means of remote
communication, participate in a meeting of stockholders and be deemed present in
person and vote at a meeting of stockholders, whether such meeting is to be held
at a designated place or solely by means of remote communication, provided that
(i) the corporation shall implement reasonable measures to verify that each
person deemed present and permitted to vote at the meeting by means of remote
communication is a stockholder or proxy holder, (ii) the corporation shall
implement reasonable measures to provide such stockholders and proxy holders a
reasonable opportunity to participate in the meeting and to vote on matters
submitted to the stockholders, including an opportunity to read or hear the
proceedings of the meeting substantially concurrently with such proceedings, and
(iii) if any stockholder or proxy holder votes or takes other action at the
meeting by means of remote communication, a record of such vote or other action
shall be maintained by the corporation.
2.4 NOTICE OF MEETING
2.4.1 NOTICE REQUIREMENTS
Written notice stating the place, if any, date and hour of the meeting,
the means of remote communications, if any, by which stockholders and proxy
holders may be deemed to be present in person and vote at such meeting, and, in
the case of a special meeting, the purpose or purposes for which the meeting is
called shall be given by or at the direction of the Board, the Chairperson of
the Board, the President, the Secretary or stockholders calling an annual or
special meeting of stockholders as provided for in these Bylaws. Such notice
shall be given to each stockholder entitled to vote at the meeting not less than
10 or more than 60 days before the date of the meeting, except that notice of a
meeting to act on a plan of merger or consolidation, or on the sale, lease or
exchange of all or substantially all of the corporation's property and assets,
including its goodwill and corporate franchises, shall be given not less than 20
or more than 60 days before the date of the meeting. An affidavit of the
Secretary or an Assistant Secretary or of the transfer agent or other agent of
the corporation that the notice has been given shall, in the absence of fraud,
be prima facie evidence of the facts stated in such affidavit.
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2.4.2 NOTICE
(a) NOTICE BY MAIL. If such notice is mailed, it shall be
deemed given when deposited in the official government mail properly addressed
to the stockholder at such stockholder's address as it appears on the stock
records of the corporation with postage prepaid.
(b) NOTICE BY ELECTRONIC TRANSMISSION. Without limiting the
manner by which notice otherwise may be given effectively to stockholders, any
notice to stockholders given by the corporation under any provision of these
Bylaws, the Certificate of Incorporation or the Delaware General Corporation
Law, shall be effective if given by a form of electronic transmission consented
to by the stockholder to whom the notice is given. Any such consent shall be
revocable by the stockholder by written notice to the corporation. Any such
consent shall be deemed revoked if the corporation is unable to deliver by
electronic transmission two consecutive notices given by the corporation in
accordance with such consent and such inability becomes known to the Secretary
or an Assistant Secretary of the corporation or to the transfer agent, or other
person responsible for the giving of notice; provided, however, the inadvertent
failure to treat such inability as a revocation shall not invalidate any meeting
or other action. Notice given pursuant to this section shall be deemed given:
(i) if by facsimile telecommunication, when directed to a number at which the
stockholder has consented to receive notice; (ii) if by electronic mail, when
directed to an electronic mail address at which the stockholder has consented to
receive notice; (iii) if by a posting on an electronic network together with
separate notice to the stockholder of such specific posting, upon the later of
such posting and the giving of such separate notice; and (iv) if by any other
form of electronic transmission, when directed to the stockholder.
2.4.3 NOTICE OF ADJOURNED MEETING
If an annual or special meeting of stockholders is adjourned to a
different date, time or place, notice need not be given of the adjourned meeting
if the time, place, if any, and the means of remote communications, if any, by
which stockholders and proxy holders may be deemed to be present in person and
vote at such adjourned meeting are announced at the meeting at which the
adjournment was taken. At the adjourned meeting the corporation may transact any
business that might have been transacted at the original meeting. If the
adjournment is for more than 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 entitled to vote at the meeting.
2.4.4 NOTICE OF SPECIAL MEETING CALLED BY STOCKHOLDERS
Upon written request of stockholders in accordance with Section 2.2 of
these Bylaws, the stockholders may request that the corporation call a special
meeting of stockholders. Within 60 days of such a request, it shall be the duty
of the Secretary to give notice of a special meeting of stockholders to be held
on such date and at such place and hour as the Secretary may fix.
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2.5 WAIVER OF NOTICE
2.5.1 WAIVER IN WRITING
Whenever any notice is required to be given to any stockholder under
the provisions of these Bylaws, the Certificate of Incorporation or the Delaware
General Corporation Law, a written waiver, signed by the person entitled to
notice, or a waiver by electronic transmission by the person entitled to notice,
whether before or after the date and time of the meeting, shall be deemed
equivalent to notice. 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 or any waiver by electronic transmission.
2.5.2 WAIVER BY ATTENDANCE
The attendance of a stockholder at a meeting shall constitute a waiver
of notice of such meeting, except when a stockholder 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.
2.6 FIXING OF RECORD DATE FOR DETERMINING STOCKHOLDERS
2.6.1 RECORD DATE FOR MEETINGS
For the purpose of determining stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment of such meeting, the
Board 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, and which
record date shall be not more than 60 (or the maximum number permitted by
applicable law) or less than 10 days before the date of such meeting. If no
record date is fixed by the Board, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is given 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 the meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board may fix a new
record date for the adjourned meeting.
2.6.2 RECORD DATE FOR CONSENT TO CORPORATE ACTION WITHOUT A MEETING
(a) RECORD DATE FIXED BY THE BOARD. For the purpose of
determining stockholders entitled to consent to corporate action in writing
without a meeting, the Board 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, and which date shall not be more than 10 days (or the maximum number
of days permitted by applicable law) after the date upon which the resolution
fixing the record date is adopted by the Board.
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(b) RECORD DATE NOT FIXED BY THE BOARD. If no record date has
been fixed by the Board and no prior action by the Board is required by Chapter
1 of the Delaware General Corporation Law, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting 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 and prior action by the
Board is required by Chapter 1 of the Delaware 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 adopts the resolution taking such prior action.
2.6.3 RECORD DATE FOR DIVIDENDS, DISTRIBUTIONS AND OTHER RIGHTS
For the purpose of determining 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 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 60 days (or the maximum number of days permitted by
applicable law) 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 adopts the resolution relating thereto.
2.7 VOTING LIST
The officer who has charge of the stock ledger of a corporation shall
prepare and make, at least 10 days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Nothing contained in this
section shall require the corporation to include electronic mail addresses or
other electronic contact information on such list. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting for a
period of at least 10 days prior to the meeting: (i) on a reasonably accessible
electronic network, provided that the information required to gain access to
such list is provided with the notice of the meeting, or (ii) during ordinary
business hours, at the principal place of business of the corporation. In the
event that the corporation determines to make the list available on an
electronic network, the corporation may take reasonable steps to ensure that
such information is available only to stockholders of the corporation. If the
meeting is to be held at a place, then the list shall be produced and kept at
the time and place of the meeting
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during the whole time of the meeting, and may be inspected by any stockholder
who is present. If the meeting is to be held solely by means of remote
communication, then the list shall also be open to the examination of any
stockholder during the whole time of the meeting on a reasonably accessible
electronic network, and the information required to access such list shall be
provided with the notice of the meeting.
2.8 QUORUM
A majority of the outstanding shares of the corporation entitled to
vote, present in person or represented by proxy at the meeting, shall constitute
a quorum at a meeting of the stockholders; provided, that where a separate vote
by a class or classes is required, a majority of the outstanding shares of such
class or classes, present in person or represented by proxy at the meeting,
shall constitute a quorum entitled to take action with respect to that vote on
that matter. If less than a quorum of the outstanding shares entitled to vote
are represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice if the new date,
time and place is announced at the meeting before adjournment. Any business may
be transacted at a reconvened meeting that might have been transacted at the
meeting as originally called, provided a quorum is present or represented at
such meeting. Once a share is represented for any purpose at a meeting other
than solely to object to holding the meeting or transacting business, it is
deemed present for quorum purposes for the remainder of the meeting and any
adjournment (unless a new record date is or must be set for the adjourned
meeting) notwithstanding the withdrawal of enough stockholders to leave less
than a quorum.
2.9 MANNER OF ACTING
2.9.1 MATTERS OTHER THAN THE ELECTION OF DIRECTORS
If a quorum is present, action on a matter other than the election of
Directors shall be approved if the votes cast in favor of the action by the
shares entitled to vote and be counted collectively upon such matter exceed the
votes cast against such action by the shares entitled to vote and be counted
collectively thereon, unless the Certificate of Incorporation or the Delaware
General Corporation Law requires a greater number of affirmative votes.
2.9.2 ELECTION OF DIRECTORS
Directors shall be elected in the manner set forth in Section 2.12 of
these Bylaws.
2.10 PROXIES
2.10.1 APPOINTMENT OF 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
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persons to act for such stockholder by proxy. Such authorization may be granted
in writing or by electronic transmission as set forth below.
(a) AUTHORIZATION IN WRITING. A stockholder may execute a
writing authorizing another person or persons to act for such stockholder by
proxy. Execution may be accomplished by the stockholder or such stockholder's
authorized officer, director, employee or agent signing such writing or causing
such stockholder's signature to be affixed to such writing by any reasonable
means, including facsimile signature.
(b) AUTHORIZATION BY ELECTRONIC TRANSMISSION. A stockholder
may authorize another person or persons to act for such stockholder as proxy by
transmitting or authorizing the transmission of a telegram, cablegram or other
means of electronic transmission to the intended holder of the proxy or to a
proxy solicitation firm, proxy support service or similar agent duly authorized
by the intended proxy holder to receive such transmission; provided, that any
such telegram, cablegram or other electronic transmission must either set forth
or be accompanied by information from which it can be determined that the
telegram, cablegram or other electronic transmission was authorized by the
stockholder.
Any copy, facsimile telecommunication or other reliable reproduction of
the writing or transmission by which a stockholder has authorized another person
to act as proxy for such stockholder may be substituted or used in lieu of the
original writing or transmission for any and all purposes for which the original
writing or transmission could be used, provided that such copy, facsimile
telecommunication or other reproduction shall be a complete reproduction of the
entire original writing or transmission.
2.10.2 DELIVERY OF PROXIES TO CORPORATION; DURATION
A proxy shall be filed with the Secretary before or at the time of the
meeting or the delivery to the corporation of the consent to corporate action in
writing. A proxy shall become invalid three years after the date of its
execution unless otherwise provided in the proxy. A proxy with respect to a
specified meeting shall entitle the proxy holder to vote at any reconvened
meeting following adjournment of such meeting but shall not be valid after the
final adjournment of the meeting.
2.11 VOTING OF SHARES
Unless otherwise provided in the Certificate of Incorporation or in
Section 2.12, each outstanding share entitled to vote with respect to the
subject matter of an issue submitted to a meeting of stockholders shall be
entitled to one vote upon each such issue.
2.12 VOTING FOR DIRECTORS
Each stockholder entitled to vote at an election of Directors may vote,
in person or by proxy, the number of shares owned by such stockholder for as
many persons as there are Directors to be elected and for whose election such
stockholder has a right to vote, or if the
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Certificate of Incorporation provides for cumulative voting, each stockholder
may cumulate such stockholder's votes by distributing among one or more
candidates as many votes as are equal to the number of such Directors multiplied
by the number of such stockholder's shares. 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.
2.13 ACTION BY STOCKHOLDERS WITHOUT A MEETING
2.13.1 PROCEDURE FOR CONSENT ACTION OF STOCKHOLDERS
(a) GENERAL REQUIREMENTS FOR CONSENTS. Any action that could
be taken at any annual or special meeting of 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, shall be (a) signed by all
stockholders entitled to vote with respect to the subject matter thereof (as
determined in accordance with subsection 2.6.2 of these Bylaws), and (b)
delivered to the corporation.
(b) REQUIREMENTS FOR ELECTRONIC TRANSMISSION. A telegram,
cablegram or other electronic transmission consenting to an action to be taken
and transmitted by a stockholder or proxy holder, or by a person or persons
authorized to act for a stockholder or proxy holder, shall be deemed to be
written, signed and dated for the purposes of this section, provided that any
such telegram, cablegram or other electronic transmission sets forth or is
delivered with information from which the corporation can determine (i) that the
telegram, cablegram or other electronic transmission was transmitted by the
stockholder or proxy holder or by a person or persons authorized to act for the
stockholder or proxy holder and (ii) the date on which such stockholder or proxy
holder or authorized person or persons transmitted such telegram, cablegram or
electronic transmission. The date on which such telegram, cablegram or
electronic transmission is transmitted shall be deemed to be the date on which
such consent was signed.
2.13.2 DELIVERY OF CONSENT TO CORPORATION
(a) GENERAL REQUIREMENTS FOR DELIVERY. An executed consent may
be 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 records of proceedings of meetings of
stockholders. Delivery made to the corporation's registered office shall be by
hand or by certified mail or registered mail, return receipt requested.
(b) DELIVERY REQUIREMENTS FOR ELECTRONIC TRANSMISSION. No
consent given by telegram, cablegram or other electronic transmission shall be
deemed to have been delivered until such consent is reproduced in paper form and
until such paper form shall be delivered to the corporation by delivery to its
registered office in 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 a corporation's
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registered office shall be made by hand or by certified or registered mail,
return receipt requested. Notwithstanding the foregoing limitations on delivery,
consents given by telegram, cablegram or other electronic transmission may be
otherwise delivered to the principal place of business of the corporation or to
an officer or agent of the corporation having custody of the book in which
proceedings of meetings of stockholders are recorded if, to the extent and in
the manner provided by resolution of the Board.
2.13.3 EFFECTIVENESS OF CONSENT TO TAKE CORPORATE ACTION
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 in such consent unless written consents
signed by the requisite number of stockholders entitled to vote with respect to
the subject matter thereof are delivered to the corporation, in the manner
required by this Section, within 60 days (or the maximum number of days
permitted by applicable law) of the earliest dated consent delivered to the
corporation in the manner required by this Section. Any such consent shall be
inserted in the minute book as if it were the minutes of a meeting of the
stockholders.
2.13.4 USE OF REPRODUCED CONSENTS
Any copy, facsimile or other reliable reproduction of a consent in
writing may be substituted or used in lieu of the original writing for any and
all purposes for which the original writing could be used, provided that such
copy, facsimile or other reproduction shall be a complete reproduction of the
entire original writing.
SECTION 3. BOARD OF DIRECTORS
3.1 GENERAL POWERS
The business and affairs of the corporation shall be managed by or
under the direction of the Board.
3.2 NUMBER AND TENURE
The Board shall be composed of not less than one or more than five
Directors, the specific number to be set by resolution of the Board or the
stockholders. The number of Directors may be changed from time to time by
amendment to these Bylaws, but no decrease in the number of Directors shall have
the effect of shortening the term of any incumbent Director. Unless a Director
resigns or is removed, his or her term of office shall expire at the next annual
meeting of stockholders; provided, however, that a Director shall continue to
serve until his or her successor is elected or until there is a decrease in the
authorized number of Directors. Directors need not be stockholders of the
corporation or residents of the State of Delaware and need not meet any other
qualifications.
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3.3 REGULAR MEETINGS
By resolution, the Board, or any committee designated by the Board, may
specify the time and place for holding regular meetings without notice other
than such resolution.
3.4 SPECIAL MEETINGS
Special meetings of the Board or any committee designated by the Board
may be called by or at the request of the Chairperson of the Board, the
President, the Secretary or, in the case of special Board meetings, any one
Director and, in the case of any special meeting of any committee appointed by
the Board, by its Chairperson. The person or persons authorized to call special
meetings may fix any place for holding any special Board or committee meeting
called by them.
3.5 MEETINGS BY COMMUNICATION EQUIPMENT
Members of the Board or any committee designated by the Board may
participate in a meeting of such Board or committee by means of conference
telephone or other communications equipment by means of which all persons
participating in the meeting can hear each other. Participation by such means
shall constitute presence in person at a meeting.
3.6 NOTICE OF SPECIAL MEETINGS
Notice of a special Board or committee meeting stating the place, date
and hour of the meeting shall be given to a Director in writing or orally.
Neither the business to be transacted at nor the purpose of any special meeting
need be specified in the notice of such meeting.
3.6.1 ORAL NOTICE
If notice is given orally, by telephone or in person, the notice shall
be personally given to the Director at least two days before the meeting.
3.6.2 NOTICE BY MAIL
If notice is given by mail, the notice shall be deposited in the
official government mail at least five days before the meeting, properly
addressed to a Director at his or her address shown on the records of the
corporation, with postage thereon prepaid.
3.6.3 PERSONAL NOTICE
If notice is given by personal delivery, the notice shall be delivered
to a Director at least two days before the meeting.
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3.6.4 NOTICE BY PRIVATE CARRIER
If notice is given by private carrier, the notice shall be dispatched
to a Director at his or her address shown on the records of the corporation at
least three days before the meeting.
3.6.5 FACSIMILE NOTICE
If notice is given by wire or wireless equipment that transmits a
facsimile of the notice, the notice shall be dispatched at least two days before
the meeting to a Director at his or her telephone number or other number
appearing on the records of the corporation.
3.6.6 NOTICE BY ELECTRONIC TRANSMISSION
If notice is given by electronic mail or another form of electronic
transmission, the notice shall be dispatched at least two days before the
meeting to a Director at his or her electronic mail address provided by the
Director.
3.7 WAIVER OF NOTICE
3.7.1 WAIVER IN WRITING OR BY ELECTRONIC TRANSMISSION
Whenever any notice is required to be given to any Director under the
provisions of these Bylaws, the Certificate of Incorporation or the Delaware
General Corporation Law, a written waiver, signed by the person entitled to
notice, or a waiver by electronic transmission by the person entitled to notice,
whether before or after the date and time of the meeting, shall be deemed
equivalent to notice. Neither the business to be transacted at nor the purpose
of any regular or special meeting of the Board or any committee appointed by the
Board need be specified in any written waiver of notice or any waiver by
electronic transmission.
3.7.2 WAIVER BY ATTENDANCE
The attendance of a Director at a Board or committee meeting shall
constitute a waiver of notice of such meeting, except when a Director 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.
3.8 QUORUM
3.8.1 BOARD OF DIRECTORS
A majority of the total number of Directors fixed by or in the manner
provided in these Bylaws shall constitute a quorum for the transaction of
business at any Board meeting. If less than a quorum are present at a meeting, a
majority of the Directors present may adjourn the meeting from time to time
without further notice.
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3.8.1 COMMITTEES
A majority of the number of Directors composing any committee of the
Board, as established and fixed by resolution of the Board, shall constitute a
quorum for the transaction of business at any meeting of such committee but, if
less than a quorum are present at a meeting, a majority of such Directors
present may adjourn the meeting from time to time without further notice.
3.9 MANNER OF ACTING
The act of the majority of the Directors present at a Board or
committee meeting at which there is a quorum shall be the act of the Board or
committee, unless the vote of a greater number is required by these Bylaws, the
Certificate of Incorporation or the Delaware General Corporation Law.
3.10 PRESUMPTION OF ASSENT
A Director of the corporation who is present at a Board or committee
meeting at which any action is taken shall be deemed to have assented to the
action taken unless (a) the Director objects at the beginning of the meeting, or
promptly upon his or her arrival, to holding the meeting or transacting any
business at such meeting, (b) the Director's dissent or abstention from the
action taken is entered in the minutes of the meeting, or (c) the Director
delivers written notice of the Director's dissent or abstention to the presiding
officer of the meeting before its adjournment or to the corporation within a
reasonable time after adjournment of the meeting. The right of dissent or
abstention is not available to a Director who votes in favor of the action
taken.
3.11 ACTION BY BOARD OR COMMITTEES WITHOUT A MEETING
Any action required or permitted to be taken at any meeting of the
Board or of any committee designated by the Board may be taken without a meeting
if all the members of the Board or committee consent thereto in writing or by
electronic transmission and such writings or electronic transmissions are filed
with the minutes of the Board or committee. Such filing shall be in paper form
if the minutes are maintained in paper form and shall be in electronic form if
the minutes are maintained in electronic form. Action taken by written consent
of Directors without a meeting is effective when the last Director signs the
consent.
3.12 RESIGNATION OF DIRECTORS AND COMMITTEE MEMBERS
Any Director may resign from the Board or any committee of the Board at
any time by giving notice in writing or by electronic transmission to the
Chairperson of the Board or the President. Any such resignation is effective
upon delivery unless the notice of resignation specifies a later effective date
and, unless otherwise specified, the acceptance of such resignation shall not be
necessary to make it effective.
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3.13 REMOVAL OF DIRECTORS AND COMMITTEE MEMBERS
3.13.1 REMOVAL OF DIRECTORS
(a) GENERAL REQUIREMENTS. At a meeting of stockholders called
expressly for that purpose, one or more members of the Board (including the
entire Board) may be removed, with or without cause, by a vote of the holders of
a majority of the shares then entitled to vote on the election of Directors.
(b) CUMULATIVE VOTING. If the Certificate of Incorporation
provides for cumulative voting in the election of Directors and if less than the
entire Board is to be removed, no Director may be removed without cause if the
votes cast against his or her removal would be sufficient to elect such Director
if then cumulatively voted at an election of the entire Board.
3.13.2 REMOVAL OF COMMITTEE MEMBERS
The Board may remove from office any member of any committee elected or
appointed by the Board.
3.14 VACANCIES
Any vacancy occurring on the Board may be filled by the affirmative
vote of a majority of the remaining Directors though less than a quorum of the
Board. A Director elected to fill a vacancy shall be elected for the unexpired
term of his or her predecessor in office. Any directorship to be filled by
reason of an increase in the number of Directors may be filled by the Board.
3.15 COMMITTEES
3.15.1 CREATION OF COMMITTEES
The Board may designate standing or temporary committees, each
committee to consist of one or more Directors of the corporation. The Board 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 a member of a committee, the member or
members 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 to act at the meeting in the place of any such absent or
disqualified member.
3.15.2 AUTHORITY OF COMMITTEES
Any such committee, to the extent provided in the resolution of the
Board establishing such committee or as otherwise provided in these Bylaws,
shall have and may exercise all the
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powers and authority of the Board in the management of the business and affairs
of the corporation, and may authorize the seal of the corporation to be affixed
to all papers that require it, but no such committee shall have the power or
authority in reference to (a) approving or adopting, or recommending to the
stockholders, any action or matter expressly required by the Delaware General
Corporation Law to be submitted to stockholders for approval or (b) amending
these Bylaws.
3.15.3 MINUTES OF MEETINGS
All committees so designated shall keep regular minutes of their
meetings and shall cause them to be recorded in books kept for that purpose.
3.16 COMPENSATION OF DIRECTORS AND COMMITTEE MEMBERS
By Board resolution, Directors and committee members may be paid their
expenses, if any, of attendance at each Board or committee meeting, a fixed sum
for attendance at each Board or committee meeting or a stated salary as Director
or a committee member, and such other compensation as the Board may determine.
No such payment shall preclude any Director or committee member from serving the
corporation in any other capacity and receiving compensation therefor.
SECTION 4. OFFICERS
4.1 NUMBER OF OFFICERS
The officers of the corporation shall be those officers elected from
time to time by the Board or appointed by any other officer empowered to do so.
The Board shall have sole power and authority to elect executive officers and
shall have the authority to elect any other officers and to prescribe the
respective terms of office, authority and duties of any such executive officers
or other officers. As used in these Bylaws, the term "executive officer" shall
mean the President, any Vice President in charge of a principal business unit,
division or function or any other officer who performs a policy-making function.
The Board may delegate to any executive officer the power to appoint any
subordinate officers and to prescribe their respective terms of office,
authority and duties. Any two or more offices may be held by the same person.
Unless an officer dies, resigns or is removed from office, he or she shall hold
office until his or her successor is elected.
4.2 RESIGNATION OF OFFICERS
Any officer may resign at any time by delivering written notice to the
Chairperson of the Board, the President, a Vice President, the Secretary or the
Board. Any such resignation shall take effect at the time specified or, if the
time is not specified, upon delivery and, unless otherwise specified, the
acceptance of such resignation shall not be necessary to make it effective.
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4.3 REMOVAL OF OFFICERS
Any officer may be removed by the Board at any time, with or without
cause. An officer or assistant officer, if appointed by another officer, may be
removed by any officer authorized to appoint officers or assistant officers.
4.4 VACANCIES
A vacancy in any office because of death, resignation, removal,
disqualification, creation of a new office or any other cause may be filled by
the Board or by any officer granted authority by these Bylaws to appoint a
person to such office.
4.5 CHAIRPERSON OF THE BOARD
If elected, the Chairperson of the Board shall perform such duties as
shall be assigned to him or her by the Board from time to time, and shall
preside over meetings of the Board and stockholders unless another officer is
appointed or designated by the Board as Chairperson of such meetings.
4.6 PRESIDENT
The President shall be the chief executive officer of the corporation
unless some other officer is so designated by the Board, shall preside over
meetings of the Board and stockholders in the absence of a Chairperson of the
Board and, subject to the Board's control, shall supervise and control all the
assets, business and affairs of the corporation. In general, the President shall
perform all duties incident to the office of President and such other duties as
are prescribed by the Board from time to time. If no Secretary has been elected
or appointed, the President shall have responsibility for the preparation of
minutes of meetings of the Board and stockholders and for authentication of the
records of the corporation.
4.7 VICE PRESIDENT
In the event of the death of the President or his or her inability to
act, the Vice President, if elected, or if there is more than one Vice
President, the Vice President who was designated by the Board as the successor
to the President, or if no Vice President is so designated, the Vice President
first elected to such office, shall perform the duties of the President, except
as may be limited by resolution of the Board, with all the powers of and subject
to all the restrictions upon the President. Vice Presidents shall perform such
other duties as from time to time may be assigned to them by the President or by
or at the direction of the Board.
4.8 SECRETARY
If elected, the Secretary shall be responsible for preparation of
minutes of meetings of the Board and stockholders, maintenance of the
corporation's records and stock registers, and
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authentication of the corporation's records and shall in general perform all
duties incident to the office of Secretary and such other duties as from time to
time may be assigned to him or her by the President or by or at the direction of
the Board. In the absence of the Secretary, an Assistant Secretary may perform
the duties of the Secretary.
4.9 TREASURER
If elected, the Treasurer shall have charge and custody of and be
responsible for all funds and securities of the corporation, receive and give
receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in banks,
trust companies or other depositories selected in accordance with the provisions
of these Bylaws, sign certificates for shares of the corporation, and in general
perform all the duties incident to the office of Treasurer and such other duties
as from time to time may be assigned to him or her by the President or by or at
the direction of the Board. In the absence of the Treasurer, an Assistant
Treasurer may perform the duties of the Treasurer.
4.10 SALARIES
The salaries of the officers shall be fixed from time to time by the
Board or by any person or persons to whom the Board has delegated such
authority. No officer shall be prevented from receiving such salary by reason of
the fact that he or she is also a Director of the corporation.
SECTION 5. CERTIFICATES FOR SHARES AND THEIR TRANSFER
5.1 ISSUANCE OF SHARES
No shares of the corporation shall be issued unless authorized by the
Board, which authorization shall include the maximum number of shares to be
issued and the consideration to be received for each share.
5.2 CERTIFICATES FOR SHARES
Certificates representing shares of the corporation shall be signed by
the Chairperson of the Board or a Vice Chairperson of the Board, if any, or the
President or a Vice President and by the Treasurer or an Assistant Treasurer or
the Secretary or an Assistant Secretary, any of whose signatures may be a
facsimile. The Board may in its discretion appoint responsible banks or trust
companies from time to time to act as transfer agents and registrars of the
stock of the corporation; and, when such appointments shall have been made, no
stock certificate shall be valid until countersigned by one of such transfer
agents and registered by one of such registrars. 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 such person was such officer, transfer agent or
registrar at the date of
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issue. All certificates shall include on their face written notice of any
restrictions that may be imposed on the transferability of such shares and shall
be consecutively numbered or otherwise identified.
5.3 UNCERTIFICATED SHARES
The Board may provide by resolution or resolutions that some or all of
any or all classes or series of the corporation's stock shall be uncertificated
shares. Any such resolution shall not apply to shares represented by a
certificate until such certificate is surrendered to the corporation.
Notwithstanding the adoption of such a resolution by the Board, upon request,
every holder of uncertificated shares shall be entitled to have a certificate.
Within a reasonable time after the issue or transfer of shares without
certificates, the corporation shall send the stockholder a complete written
statement of the information required on certificates by applicable Delaware
law.
5.4 STOCK RECORDS
The stock transfer books shall be kept at the principal place of
business of the corporation or at the office of the corporation's transfer agent
or registrar. The name and address of each person to whom certificates for
shares are issued, together with the class and number of shares represented by
each such certificate and the date of issue of such certificate, shall be
entered on the stock transfer books of the corporation. The person in whose name
shares stand on the books of the corporation shall be deemed by the corporation
to be the owner for all purposes.
5.5 RESTRICTION ON TRANSFER
Except to the extent that the corporation has obtained an opinion of
counsel acceptable to the corporation that transfer restrictions are not
required under applicable securities laws, or has otherwise satisfied itself
that such transfer restrictions are not required, all certificates representing
shares of the corporation shall bear a legend on the face of the certificate, or
on the reverse of the certificate if a reference to the legend is contained on
the face, that reads substantially as follows or that substantially effects the
same purpose:
The securities evidenced by this certificate have not been registered
under the Securities Act of 1933, as amended (the "Act"), or applicable
state securities laws, and no interest may be sold, distributed,
assigned, offered, pledged or otherwise transferred unless (a) there is
an effective registration statement under the Act and applicable state
securities laws covering any such transaction involving said
securities, (b) this corporation receives an opinion of legal counsel
for the holder of these securities satisfactory to this corporation
stating that such transaction is exempt from registration, or (c) this
corporation otherwise satisfies itself that such transaction is exempt
from registration.
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5.6 TRANSFER OF SHARES
The transfer of shares of the corporation shall be made only on the
stock transfer books of the corporation pursuant to authorization or document of
transfer made by the holder of record or by such holder's legal representative,
who shall furnish proper evidence of authority to transfer, or by such holder's
attorney-in-fact authorized by power of attorney duly executed and filed with
the Secretary of the corporation. All certificates surrendered to the
corporation for transfer shall be canceled and no new certificate shall be
issued until the former certificates for a like number of shares shall have been
surrendered and canceled.
5.7 LOST OR DESTROYED CERTIFICATES
In the case of a lost, destroyed or mutilated certificate, a new
certificate may be issued therefor upon such terms and indemnity to the
corporation as the Board may prescribe.
SECTION 6. INDEMNIFICATION
6.1 RIGHT TO INDEMNIFICATION
Each person who was or is made a party or is threatened to be made a
party to or is otherwise involved (including, without limitation, as a witness)
in any actual or threatened action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by reason of the
fact that he or she is or was a Director or officer of the corporation or that,
being or having been such a Director or officer or an employee of the
corporation, he or she is or was serving at the request of the corporation as a
Director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as such a Director,
officer, employee or agent or in any other capacity while serving as such a
Director, officer, employee or agent, shall be indemnified and held harmless by
the corporation to the full extent permitted by the Delaware General Corporation
Law, 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 permitted prior thereto), or by
other applicable law as then in effect, against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid in settlement) actually and reasonably incurred or suffered by
such indemnitee in connection therewith and such indemnification shall continue
as to an indemnitee who has ceased to be a Director, officer, employee or agent
and shall inure to the benefit of the indemnitee's heirs, executors and
administrators; provided, however, that except as provided in subsection 6.2 of
these Bylaws with respect to proceedings seeking to enforce rights to
indemnification, the corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized or ratified by the Board.
The right to indemnification conferred in this subsection shall be a contract
right and shall include the right to be paid by the corporation the expenses
incurred in defending any such proceeding in
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advance of its final disposition (hereinafter an "advancement of expenses");
provided, however, that if the Delaware General Corporation Law requires, an
advancement of expenses incurred by an indemnitee in his or her capacity as a
Director or officer (and not in any other capacity in which service was or is
rendered by such indemnitee, including, without limitation, service to an
employee benefit plan) shall be made only upon delivery to the corporation of an
undertaking (hereinafter an "undertaking"), by or on behalf of such indemnitee,
to repay all amounts so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right to appeal that such
indemnitee is not entitled to be indemnified for such expenses under this
subsection or otherwise.
6.2 RIGHT OF INDEMNITEE TO BRING SUIT
If a claim under subsection 6.1 of these Bylaws is not paid in full by
the corporation within 60 days after a written claim has been received by the
corporation, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be 20 days, the indemnitee may at any
time thereafter bring suit against the corporation to recover the unpaid amount
of the claim. If successful in whole or in part in any such suit, or in a suit
brought by the corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the indemnitee shall be entitled to be paid also the
expense of prosecuting or defending such suit. The indemnitee shall be presumed
to be entitled to indemnification under this Section upon submission of a
written claim (and, in an action brought to enforce a claim for an advancement
of expenses, where the required undertaking, if any is required, has been
tendered to the corporation), and thereafter the corporation shall have the
burden of proof to overcome the presumption that the indemnitee is not so
entitled. Neither the failure of the corporation (including its Board,
independent legal counsel or its stockholders) to have made a determination
prior to the commencement of such suit that indemnification of the indemnitee is
proper in the circumstances nor an actual determination by the corporation
(including its Board, independent legal counsel or its stockholders) that the
indemnitee is not entitled to indemnification shall be a defense to the suit or
create a presumption that the indemnitee is not so entitled.
6.3 NONEXCLUSIVITY OF RIGHTS
The rights to indemnification and to the advancement of expenses
conferred in this Section shall not be exclusive of any other right that any
person may have or hereafter acquire under any statute, agreement, vote of
stockholders or disinterested Directors, provisions of the Certificate of
Incorporation or these Bylaws or otherwise. Notwithstanding any amendment to or
repeal of this Section, or of any amendment or repeal of any of the procedures
that may be established by the Board pursuant to this Section, any indemnitee
shall be entitled to indemnification in accordance with the provisions of these
Bylaws and such procedures with respect to any acts or omissions of such
indemnitee occurring prior to such amendment or repeal.
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6.4 INSURANCE, CONTRACTS AND FUNDING
The corporation may maintain insurance, at its expense, to protect
itself and any Director, officer, employee or agent of the corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the corporation would
have the power to indemnify such person against such expense, liability or loss
under the Delaware General Corporation Law. The corporation, without further
stockholder approval, may enter into contracts with any Director, officer,
employee or agent in furtherance of the provisions of this Section and may
create a trust fund, grant a security interest or use other means (including,
without limitation, a letter of credit) to ensure the payment of such amounts as
may be necessary to effect indemnification as provided in this Section.
6.5 INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION
The corporation may, by action of the Board, grant rights to
indemnification and advancement of expenses to employees or agents or groups of
employees or agents of the corporation with the same scope and effect as the
provisions of this Section with respect to the indemnification and advancement
of expenses of Directors and officers of the corporation; provided, however,
that an undertaking shall be made by an employee or agent only if required by
the Board.
6.6 PERSONS SERVING OTHER ENTITIES
Any person who is or was a Director, officer or employee of the
corporation who is or was serving (a) as a Director or officer of another
corporation of which a majority of the shares entitled to vote in the election
of its Directors is held by the corporation or (b) in an executive or management
capacity in a partnership, joint venture, trust or other enterprise of which the
corporation or a wholly owned subsidiary of the corporation is a general partner
or has a majority ownership shall be deemed to be so serving at the request of
the corporation and entitled to indemnification and advancement of expenses
under subsection 6.1 of these Bylaws.
SECTION 7. GENERAL MATTERS
7.1 ACCOUNTING YEAR
The accounting year of the corporation shall be the twelve months
ending on the last Friday of October in each year, provided that if a different
accounting year is at any time selected for purposes of federal income taxes or
any other purpose, the accounting year shall be the year so selected.
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7.2 AMENDMENT OR REPEAL OF BYLAWS
These Bylaws may be amended or repealed and new Bylaws may be adopted
by the Board. The stockholders may also amend and repeal these Bylaws or adopt
new Bylaws. All Bylaws made by the Board may be amended or repealed by the
stockholders.
7.3 BOOKS AND RECORDS
The corporation shall keep correct and complete books and records of
account, stock transfer books, minutes of the proceedings of its stockholders
and Board and such other records as may be necessary or advisable.
7.4 CONTRACTS, LOANS, CHECKS AND DEPOSITS
7.4.1 CONTRACTS
The Board may authorize any officer or officers, or agent or agents, to
enter into any contract or execute and deliver any instrument in the name of and
on behalf of the corporation. Such authority may be general or confined to
specific instances.
7.4.2 LOANS TO THE CORPORATION
No loans shall be contracted on behalf of the corporation and no
evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the Board. Such authority may be general or confined to specific
instances.
7.4.3 CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the corporation shall be
signed by such officer or officers, or agent or agents, of the corporation and
in such manner as is from time to time determined by resolution of the Board.
7.4.4 DEPOSITS
All funds of the corporation not otherwise employed shall be deposited
from time to time to the credit of the corporation in such banks, trust
companies or other depositories as the Board may select.
7.5 CORPORATE SEAL
The seal of the corporation, if any, shall consist of the name of the
corporation, the state of its incorporation and the year of its incorporation.
The foregoing Bylaws were adopted by the Board of Directors on July 11,
2002.
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