EXHIBIT 3.2
BY-LAWS
OF
ENTERPRISE DIVERSIFIED HOLDINGS INCORPORATED
----------
As in effect
December 20, 1994
By-Laws
of
Enterprise Diversified Holdings Incorporated
Section 1. Directors. The Board of Directors shall consist of such number
of directors, not less than 3 nor more than 12, as shall be fixed from time to
time by the Board of Directors. The directors shall be elected annually at the
annual meeting of the shareholders. As used in these By-Laws, the tern "entire
Board" means the total number of directors which the corporation would have if
there were no vacancies. Directors shall hold office for one year and until
their successors are duly elected and qualified. If the office of any director
becomes vacant, the remaining directors, by a majority vote, may elect a
successor, who shall hold office for the unexpired term, and until his successor
is duly elected and qualified.
Section 2. Officers. The elective officers of the corporation shall
include a President, one or more Vice Presidents, a Secretary, one or more
Assistant Secretaries, a Treasurer, and one or more Assistant Treasurers, and
may also include a Chairman of the Board, one or more Executive Vice Presidents,
and one or more Senior Vice Presidents. The Chairman of the Board and the
President shall be members of the Board of Directors. All elective officers of
the corporation shall be elected by the Board of
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Directors at the first meeting thereof after the annual election of directors.
The Board of Directors shall also have power, at any time, to elect additional
Executive Vice Presidents, Senior Vice Presidents, Vice Presidents, Assistant
Secretaries and Assistant Treasurers. The Board of Directors may appoint such
other officers as it shall from time to time deem necessary, who shall have such
powers and perform such duties as may be assigned to them by the Board of
Directors, or the person exercising the authority of chief executive officer of
the corporation. Any two or more offices may be held by the same person, unless
otherwise specified in these By-Laws.
The Board of Directors shall have power to fill any vacancy in any
existing office or to fill any newly created office, at any time.
The Chairman of the Board, the President, each Executive Vice President,
each Senior Vice President, and each Vice President, severally, shall have power
to sign deeds, contracts and other instruments. Each elective officer shall have
such powers and perform such duties as may be assigned to him by the Board of
Directors, or the chief executive officer, in addition to any powers and duties
that are assigned to him specifically by these By-Laws.
The term of office of each officer shall be from time of his election or
appointment and qualification until the first meeting of the Board of Directors
after the last annual election of
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Directors, or such other term of office as shall be provided in the resolution
of election or appointment, and until the election or appointment and
qualification of his successor, subject to earlier termination by removal or
resignation.
Section 3. Chairman of the Board. The Chairman of the Board shall preside
at all meetings of the shareholders and of the Board of Directors, and shall
have such other powers and perform such other duties as may be assigned to him
by the Board of Directors.
Section 4. Chief Executive Officer. If there be a Chairman of the Board,
the Board of Directors shall designate either the Chairman of the Board or the
President as the chief executive officer of the corporation with plenary powers
of supervision and direction of the business and affairs of the corporation
unless such offices are occupied by the same person. If there be no Chairman of
the Board, the President shall be the chief executive officer.
Section 5. President. If there be a Chairman of the Board and if he be
designated as the chief executive officer of the corporation, the President
shall have charge of the coordination and supervision of all matters of
operation of the corporation. In the absence of the Chairman of the Board, the
Presi4ent shall have the powers and perform the duties of the Chairman of the
Board.
Section 6. Executive Vice Presidents. The Executive Vice Presidents,
severally, in the order designated by the chief
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executive officer, shall, in the absence of the president, have the powers and
perform the duties of the President, and if there be a chairman of the Board,
they shall, in the absence of the Chairman of the Board and the President have
the powers and perform the duties of the Chairman of the Board.
Section 7. Senior Vice Presidents. The Senior Vice Presidents, severally,
in the order designated by the chief executive officer, shall, in the absence of
the President and the Executive Vice Presidents, have the powers and perform the
duties of the President, and if there be a Chairman of the Board, they shall, in
the absence of the Chairman of the Board, the President, and the Executive Vice
Presidents, have the powers and perform the duties of the Chairman of the Board.
Section 8. Vice Presidents. The Vice Presidents, severally, in the order
designated by the chief executive officer, shall in the absence of the
President, the Executive Vice Presidents and the Senior Vice Presidents, have
the powers and perform the duties of the President, and if there be a Chairman
of the Board, they shall, in the absence of the Chairman of the Board, the
President, the Executive Vice Presidents and the Senior Vice Presidents, have
the powers and perform the duties of the Chairman of the Board.
Section 9. Secretary. The Secretary shall keep minutes of all meetings of
the shareholders and of the Board of Directors and shall give all notices of
meetings of the shareholders and of
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the Board of Directors. He shall have custody of all deeds, contracts, and other
instruments, documents, and records, except as otherwise provided in these
By-Laws, or by the Board of Directors, and shall attend to such correspondence
of the corporation as the Board of Directors or the President shall direct. He
shall be the custodian of the seal of the corporation and shall affix it to any
instrument requiring the same, except as otherwise provided herein or by the
Board of Directors.
Section 10. Assistant Secretaries. Each Assistant Secretary shall have
such powers and perform such duties as may be assigned to him by the Secretary.
In the absence of the Secretary, the Assistant Secretaries, in the order
designated by the Secretary, shall have the powers and perform the duties of the
Secretary.
Section 11. Treasurer. The Treasurer shall have charge of all receipts and
disbursements of the corporation and shall be the custodian of the corporation's
funds. He shall have full authority to receive and give receipts for all moneys
due and payable to the corporation from any source whatever, and to endorse or
cause to be endorsed checks, drafts, warrants, and other instruments for the
payment of money in its name and on its behalf, and full discharge for the same
to give. The funds of the corporation shall be deposited in its name in such
depositories as may be designated from time to time by the Board of Directors,
or by the Treasurer if the Board of Directors shall authorize him to
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do so. All checks, drafts and other instruments for the payment of money, and
all notes and other evidences of indebtedness, issued in the name of the
corporation, shall be signed by such officer or officers, employee or employees,
agent or agents, of the corporation, and in such manner, including the use of
facsimile signatures, as shall be determined from time to time by the Board of
Directors, or by the Treasurer if the Board of Directors shall authorize him to
make such determination. A report of the financial condition of the corporation
shall be made by the Treasurer whenever requested by the chief executive
officer. If required by the Board of Directors he shall give bond for the
faithful performance of his duties, in such sum and with such surety or sureties
as the Board of Directors may determine.
Section 12. Assistant Treasurers. Each Assistant Treasurer shall have such
powers and perform such duties as may be assigned to him by the Treasurer. In
the absence of the Treasurer, the Assistant Treasurers, in the order designated
by the Treasurer, shall have the powers and perform the duties of the Treasurer.
Section 13. Meetings of Shareholders. The meetings of the shareholders
shall, unless otherwise provided by law, be held at such place, within or
without the State of New Jersey, as may be fixed by the Board of Directors and
stated in the notice of the meeting. Each annual meeting of the shareholders for
the election of directors for the ensuing year, and for the transaction of such
other business as may be brought before the meeting, shall be held
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at such time, not more than 13 months after the last annual meeting, as may be
fixed by the Board of Directors.
Section 14. Meetings of Directors. Regular meetings of the Board of
Directors shall be held quarterly unless otherwise determined by resolution of
the Board. Special meetings of the Board of Directors may be called at any time
by the Chairman of the Board, or by the President if he be the chief executive
officer. The Secretary shall also call such meetings on the written request of a
majority of the directors.
Section 15. Notice of Meetings of Directors. No notice shall be required
for regular meetings of the Board of Directors. The meeting for organization may
be held on the day of and after the annual meeting of shareholders. At least two
days' notice of a special meeting of the Board of Directors shall be given, but
this notice may be waived in writing or by telegraph, either before or after the
meeting. A meeting may be held at any time when all the directors are present.
Section 16. Quorum. At all meetings of the Board of Directors a majority
of the directors in office, or one-third of the entire Board, whichever is
greater, shall constitute a quorum for the transaction of business. A less
number than a quorum, however, may meet and adjourn to any day.
Section 17. Committees of the Board. The Board of Directors, by resolution
adopted by a majority of the entire Board, may appoint from among its members
one or more committees. Each
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such committee of the Board shall have and may exercise the authority of the
Board to the extent provided in the resolution of appointment.
The Board of Directors, by resolution adopted by a majority of the entire
Board, may (a) fill any vacancy in any committee of the Board, (b) appoint one
or more directors to serve as alternate members of any such committee, to act in
absence or disability of members of any such committee with all the powers of
such absent or disabled members, (c) abolish any such committee at its pleasure,
and (d) remove any director from membership on such committee at any time, with
or without cause.
Actions taken at a meeting of any committee of the Board of Directors
shall be reported to the Board at its next meeting following such committee
meeting; except that, when the meeting of the Board is held within two days
after the committee meeting, such report shall, if not made at the first
meeting, be made to the Board at its second meeting following such committee
meeting.
Section 18. Other Committees. The Board of Directors may appoint and
prescribe the duties of other committees, the members of which may be but need
not be directors and shall serve at the pleasure of the Board.
Section 19. Committees - Quorum. One-third of the entire committee, or two
members, whichever is greater, shall constitute a quorum for the transaction of
business.
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Section 20. Committees - General. Each Committee shall fix its own rules
of procedure, shall meet where and as provided by such rules of procedure or by
resolution of the Board of Directors, shall keep full records of its
proceedings, and shall report from time to time to the Board, as called upon by
the Board.
Section 21. Voting Upon Stocks Owned by the Corporation. Unless otherwise
ordered by the Board of Directors, the Chairman of the Board, the President, the
Executive Vice Presidents, the Senior Vice Presidents, and the Vice Presidents,
severally, shall each have full power and authority on behalf of the corporation
to attend, act, and vote at any meeting of the shareholders of any corporation
in which this corporation may hold stock, and to appoint one or more other
persons as proxy or proxies to attend, act, and vote at any such meeting, and
such officer or such proxy or proxies shall possess and may exercise on behalf
of this corporation any and all rights and powers incident to its ownership of
such stock. The Board of Directors or the Executive Committee from time to time
by resolution may confer like powers upon any other person or persons.
Section 22. Certificates for Shares. The certificates which shall be
issued for shares of this corporation shall be signed by the Chairman of the
Board, the President, or a Vice President, and either the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary.
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Section 23. Transfer of Shares. The shares issued by this corporation
shall be transferable only on the books of the corporation by the holder or
owner thereof in person or by power of attorney, on surrender of the certificate
therefor.
Section 24. Indemnification of Directors, Officers and Employees. The
corporation shall indemnify to the full extent from time to time permitted by
law any person made, or threatened to be made, a party to any pending,
threatened or completed civil, criminal, administrative or arbitrative action,
suit or proceeding and any appeal therein (and any inquiry or investigation
which could lead to such action, suit or proceeding) by reason of the fact that
he is or was a director, officer or employee of the corporation or serves or
served any other enterprise as a director, officer or employee at the request of
the corporation. Such right of indemnification shall inure to the benefit of the
legal representative of any such person.
Section 25. Fiscal Year. The fiscal year of the corporation shall begin on
January 1 of each year.
Section 26. Sea1. The seal of the corporation shall be circular in form,
and shall have inscribed thereon the following words and figures: "ENTERPRISE
DIVERSIFIED HOLDINGS INCORPORATED 1989".
Section 27. Force and Effect of By-Laws. These By-Laws are subject to the
provisions of the New Jersey Business Corporation Act and of the certificate of
incorporation of the corporation, as
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it may be amended from time to time. If any provision in these By-Laws is
inconsistent with a provision in said act or in the certificate of
incorporation, the provision in said act or in the certificate of incorporation
shall govern.
Section 28. Amendments. Except as otherwise provided by law, the Board of
Directors shall have power to make, alter or repeal any by-laws. By-Laws made by
the Board may be altered or repealed and new by-laws made, by the shareholders.
Section 29. Advancement of Expenses. Expenses incurred by any person made,
or threatened to be made, a party to any pending, threatened or completed civil,
criminal, administrative or arbitrative action, suit or proceeding and any
appeal therein (and any inquiry or investigation which could lead to such
action, suit or proceeding) by reason of the fact that he is or was a director,
officer or employee of the corporation or serves or served any other enterprise
as a director, officer or employee at the request of the corporation, shall be
paid by the corporation in advance of the final disposition of the action, suit
or proceeding promptly upon receipt of an undertaking by or on behalf of such
person to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the corporation.