Exhibit 3b
AMENDED AND RESTATED BYLAWS
OF
ATRION CORPORATION
ARTICLE ONE
STOCKHOLDERS MEETINGS
1.01. Fixing Record Date.
(a) 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 at the
close of business on the date 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
date 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.
(b) In order that the Corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
or the stockholders entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
the Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted,
and which record date shall be not more than sixty (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 date on which the
Board of Directors adopts the resolution relating thereto.
1.02. Place of Meetings. All annual and special meetings of the stockholders
shall be held at such place, either within or without the State of Delaware, as
may be designated by the Board of Directors. In the absence of such designation,
such meetings shall be held at the principal office of the Corporation in the
State of Alabama.
1.03. Time of Annual Meetings; Business Transacted. The annual meeting of the
stockholders shall be held at such time as may be specified by resolution by the
Board of Directors. At such annual meetings, directors shall be elected, reports
of the affairs of the Corporation shall be considered, and such other business
as may properly come before the meeting may be transacted.
1.04. Persons Entitled to Call Special Meetings; Business Transacted. Special
meetings of the stockholders, for any purpose or purposes, unless otherwise
prescribed by statute, shall be called in accordance with the Certificate of
Incorporation. Only such business shall be conducted at special meetings of
stockholders as shall have specified in the Corporation's notice of meeting as
set forth in Section 1.07 of these Bylaws.
1.05. Notice of Annual or Special Meetings. The Secretary or Assistant Secretary
shall cause written notice of each annual or special meeting to be given before
the date of the meeting either personally or by mail, to each stockholder of
record entitled to vote at such meeting. If mailed, such notice shall be deemed
to have been given when deposited in the United States mail, addressed to the
stockholder at his address as it appears on the stock transfer books of the
Corporation, with postage thereon prepaid.
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Unless the Certificate of Incorporation otherwise provides, any previously
scheduled meeting of the stockholders may be postponed and any special meeting
of the stockholders may be canceled, by resolution of the Board of Directors
upon public notice given prior to the date previously scheduled for such meeting
of stockholders.
1.06. Time of Notice. Unless a different period is prescribed by law, notice of
any meeting of stockholders shall be given not less than ten (10) nor more than
sixty (60) days before the date of the meeting.
1.07. Contents of Notice. Notice of any meeting of stockholders shall state the
place, day and hour of the meeting. In the case of a special meeting, such
notice shall also state the purpose or purposes for which the meeting is called.
1.08. Quorum and Required Vote.
(a) Quorum of Stockholders. A majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders. If a quorum is present, in all
matters other than the election of directors the affirmative vote of a majority
of the shares represented at the meeting shall be the act of the stockholders,
unless the vote of a greater number on the matter being voted upon is required
by statute, the Certificate of Incorporation, or these Bylaws. Directors shall
be elected by a plurality of the shares represented at the meeting and entitled
to vote on the election of directors. Shares shall not be counted to make up a
quorum for a meeting if voting of them at the meeting has been enjoined or for
any reason they cannot be lawfully voted at the meeting.
(b) Adjournment. Any meeting of stockholders may be adjourned from time to time,
whether or not there is a quorum, by the Chairman or the vote of a majority of
the shares. When a meeting is adjourned to another time or 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. The stockholders present
at a duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of such number of stockholders as to result in
their being present less than a quorum.
1.09. List of Stockholders Entitled to Vote. The Secretary shall make, at least
ten (10) days before each meeting of stockholders, a complete list of the
stockholders entitled to vote at such meeting arranged in alphabetical order,
with the address of and the number of shares held by each, which list, for a
period of ten (10) days prior to such meeting, shall be kept either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice, or, if not specified, at the place where the meeting is to be
held, and shall be open to examination by any stockholder at any time during
usual business hours for any purpose germane to the meeting. Such list shall
also be produced and kept open at the time and place of the meeting and shall be
subject to the inspection of any stockholder during the whole time of the
meeting. The stock ledger shall be prima facie evidence as to who are the
stockholders entitled to examine the stock ledger or such list or to vote at any
meeting of stockholders.
1.10. Voting. Subject to the provisions of the Certificate of Incorporation or
of law, every holder of common stock of the Corporation which is entitled to
vote shall be entitled to one vote for each share of such stock registered in
the name of such stockholder upon the books of the Corporation.
1.11. Voting by Voice and Ballot. Voting by stockholders in elections for
directors shall be by ballot, and voting as to all other matters shall be by
voice or by ballot as directed by the Chairman of the meeting.
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1.12. Voting of Shares by Certain Holders. The rights of persons in whose names
shares stand on the stock records of the Corporation to vote or execute consents
is subject to the following provisions:
(a) No Voting of Treasury Shares. Neither treasury shares nor shares held by
another corporation if a majority of the shares entitled to vote for the
election of directors of such other corporation is held by the Corporation,
shall be voted at any meeting or counted in determining the total number of
outstanding shares at any given time.
(b) Voting of Shares Standing in the Name of Another Corporation. Except as
otherwise provided in this Section 1.12, shares standing in the name of another
corporation, domestic or foreign, may be voted by such officer, agent or proxy
as the bylaws of such corporation may prescribe or, in the absence of such
provision, as the board of directors of such corporation may determine.
(c) Voting of Shares Held by Administrator, Executor, Guardian, Conservator or
Trustee. Shares held by an administrator, executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name and no corporate
trustee shall be entitled to vote for the election of directors shares held by
it solely in a fiduciary capacity if such shares are shares issued by the
corporate trustee itself.
(d) Voting of Shares Standing in the Name of, Held by or Under the Control of a
Receiver. Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority so to do
be contained in an appropriate order of the court by which such receiver was
appointed.
(e) Voting of Shares by Pledgee. A stockholder whose shares are pledged shall be
entitled to vote such shares until the shares have been transferred into the
name of the pledgee, and thereafter the pledgee shall be entitled to vote the
shares so transferred.
1.13. Inspectors of Elections.
(a) Appointment of Inspectors of Elections. In advance of any meeting of
stockholders, the Board of Directors shall appoint one (1) or more inspectors of
elections to act at such meeting or any adjournment thereof. If an inspector of
elections be not so appointed, the Chairman of any such meeting shall make such
appointment at the meeting. The number of inspectors shall be determined by the
Board of Directors if it makes the appointment in advance of the meeting or by
the Chairman if he makes the appointment at the meeting. The inspectors of
elections may be officers or employees of the Corporation or any subsidiaries of
the Corporation or such other persons as may be selected as hereinabove
provided; provided, however, that no inspector shall be a candidate for election
as a director. In case any person appointed as an inspector fails to appear or
fails or refuses to act, the vacancy may be filled by appointment made by the
Board of Directors in advance of the convening of the meeting or at the meeting
by the person or officer acting as Chairman. Each inspector, before entering
upon the discharge of his duties, shall take and sign an oath faithfully to
execute the duties of inspector with strict impartiality and according to the
best of his ability.
(b) Duties of Inspectors. The inspectors of elections shall (i) ascertain the
number of shares outstanding and the voting rights of each, the shares
represented at the meeting, the existence of a quorum and the authenticity,
validity, and effect of proxies and ballots; (ii) determine all challenges and
questions in any way arising in connection with the vote; (iii) count and
tabulate all votes and ballots; (iv) certify their determination of the number
of shares represented at the meeting and their count of all votes and ballots;
and (v) perform such other acts as may be proper to conduct the election or vote
with fairness to all stockholders. The decision, act, or certificate of a
majority of the inspectors shall be effective in all respects as the decision,
act, or certificate of all.
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(c) Report of Inspectors. On request of the Chairman of the meeting, or his
proxy, the inspectors shall make a report in writing of any challenge or
question or matter determined by them, and shall execute a certificate of any
fact found by them.
1.14. Conduct of Stockholders Meetings. Stockholders meetings shall be presided
over by the Chairman of the Board, or, in his absence, by the President of the
Corporation. The Secretary of the Corporation, or, in his absence, an Assistant
Secretary, or, if no such officer is present, a person designated by the
Chairman, shall act as Secretary of the meeting. The precedence of, and
procedure on, motions and other procedural matters at such meetings shall be as
determined by the Chairman, in his sole discretion, provided that he acts in a
manner not inconsistent with law, with the Certificate of Incorporation, or with
these Bylaws. The date and time of the opening and the closing of the polls for
each matter upon which the stockholders will vote at the meeting shall be
announced at the meeting.
1.15. Notification of Stockholder Business.
(a) The provisions of this Section 1.15(a) shall apply with respect to annual
meetings of stockholders up to and including the annual meeting held in 2002 but
shall not apply thereafter. All business properly brought before an annual
meeting of stockholders shall be transacted at such meeting. Business shall be
deemed properly brought only if it is (i) specified in the notice of meeting (or
any supplement thereto) given by or at the direction of the Board of Directors,
(ii) otherwise properly brought before the meeting by or at the direction of the
Board of Directors or (iii) brought before the meeting by a stockholder of
record entitled to vote at such meeting if written notice of such stockholder's
intent to bring such business before such meeting is delivered to, or mailed,
postage prepaid, and received by, the Secretary of the Corporation at the
principal executive offices of the Corporation not later than the close of
business on the 60th day nor earlier than the close of business on the 90th day
prior to the first anniversary of the preceding year's annual meeting of
stockholders; provided, however, that in the event that the date of the annual
meeting is more than 30 days before or more than 60 days after such anniversary
date, notice by the stockholder to be timely must be so delivered not earlier
than the close of business on the 90th day prior to such annual meeting and not
later than the close of business on the later of the 60th day prior to such
annual meeting and the 10th day following the issuance by the Corporation of a
press release announcing the meeting date. In no event shall any press release
announcing an adjournment of an annual meeting commence a new time period for
the giving of a stockholder's notice as described above. For the purpose of the
annual meeting of stockholders to be held in 1997, the first anniversary of the
preceding year's annual meeting shall be the first anniversary of the 1996
annual meeting of shareholders of AlaTenn Resources, Inc. Each notice given by
such stockholder shall set forth: (A) a brief description of the business
desired to be brought before the meeting and the reasons for conducting such
business at the meeting; (B) the name and address of the stockholder who intends
to propose such business; (C) a representation that the stockholder is a holder
of record of shares of the Corporation entitled to vote at such meeting and
intends to appear in person or by proxy at such meeting to propose such
business; (D) any material interest of the stockholder in such business; and (E)
as to the stockholder giving the notice and the beneficial owner, if any, or
whose behalf the proposal is made (i) the name and address of such stockholder,
as they appear on the Corporation's books, and of such beneficial owner and (ii)
the class and number of shares of the Corporation which are owned beneficially
and of record by such stockholder and such beneficial owner. The Chairman of the
meeting may refuse to transact any business at any meeting presented without
compliance with the foregoing procedure.
(b) The provisions of this Section 1.15(b) shall apply with respect to the
annual meetings of stockholders held in 2003 and thereafter. Only such business
as shall have been properly brought before an annual meeting of stockholders
shall be transacted at such meeting. To be properly brought before an annual
meeting, business must be (i) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors, (ii)
otherwise properly brought before the meeting by or at the direction of the
Board of Directors, or (iii) otherwise properly brought before the meeting by a
stockholder of
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record entitled to vote at such meeting. For business to be properly brought
before an annual meeting by a stockholder, the stockholder must have given
timely notice thereof in writing to the Secretary of the Corporation at the
principal executive offices of the Corporation not later than the close of
business on the one hundred twentieth (120th) day prior to the first anniversary
of the date of the Corporation's proxy statement released to stockholders in
connection with the preceding year's annual meeting of stockholders; provided,
however, that in the event that no annual meeting was held in the previous year
or the date of the annual meeting is more than thirty (30) days before or more
than sixty (60) days after the anniversary date of the previous year's meeting,
notice by the stockholder to be timely must be so delivered not later than the
close of business on the later of the one hundred twentieth (120th) day prior to
such annual meeting and the tenth (10th) day following the date on which public
announcement of the date of the meeting is first made. In no event shall any
press release announcing an adjournment of an annual meeting commence a new time
period for the giving of a stockholder's notice as described above. Each notice
given by such stockholder shall set forth: (A) a brief description of the
business desired to be brought before the meeting and the reasons for conducting
such business at the meeting; (B) the name and address of the stockholder who
intends to propose such business; (C) a representation that the stockholder is a
holder of record of shares of the Corporation entitled to vote at such meeting
and intends to appear in person or by proxy at such meeting to propose such
business; (D)any material interest of the stockholder in such business; and (E)
as to the stockholder giving the notice and the beneficial owner, if any, on
whose behalf the proposal is made (i) the name and address of such stockholder,
as they appear on the Corporation's books, and of such beneficial owner and (ii)
the class and number of shares of the Corporation which are owned beneficially
and of record by such stockholder and such beneficial owner. The Chairman of the
meeting may refuse to transact any business at any meeting presented without
compliance with the foregoing procedure.
ARTICLE TWO
DIRECTORS
2.01. Powers. Except as may be otherwise provided in the Certificate of
Incorporation, the business and affairs of the Corporation shall be managed by
the Board of Directors, subject to limitations imposed by law, the Certificate
of Incorporation, or these Bylaws as to action which requires authorization or
approval by the stockholders.
2.02. Number of Directors. The number of directors of the Corporation shall be
determined solely by the Board of Directors, by resolution.
2.03. Classification of Directors. The Board of Directors shall be divided into
three (3) classes, Class I, Class II, and Class III, with the term of office of
one class expiring each year. Each class shall be as nearly equal in number as
possible. Initially each director in Class I shall hold office until the annual
meeting of stockholders in 1999, each director in Class II shall hold office
until the annual meeting of stockholders in 1997, and each director in Class III
shall hold office until the annual meeting of stockholders in 1998. Directors
elected to succeed those whose terms shall then expire shall be elected for a
term of office to expire at the third succeeding annual meeting of stockholders
after their election and until the election and qualification of their
respective successor in office, subject, however, to the prior death,
resignation or removal of any such director. If the number of directors is
changed, any increase or decrease in the number of directors shall be
apportioned among the classes so as to maintain all classes as equal in number
as possible. Notwithstanding anything herein to the contrary, no decrease in the
number of directors shall have the effect of shortening the term of a then
incumbent director.
2.04. Vacancies. Vacancies occurring in the Board of Directors and newly created
directorships resulting from any increase in the authorized number of directors
may be filled by the affirmative vote of a majority of the remaining directors
though less than a quorum of the Board of Directors. A director elected
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to fill a vacancy shall be elected to serve until the next election of directors
in the class for which such director was chosen and until his successor shall be
elected and qualified.
2.05. Compensation. The amount, if any, which each director shall be entitled to
receive as compensation for his services as such shall be fixed from time to
time by resolution of the Board of Directors. If any director shall serve as a
member of any committee of the Board of Directors or perform special services at
the instance of the Board of Directors, such director may be paid such
additional compensation as the Board of Directors may determine. Each director
shall be entitled to reimbursement for traveling expenses incurred by him in
attending any meeting of the Board of Directors or of a committee. Such
compensation and reimbursement shall be payable even though there be an
adjournment because of the absence of a quorum.
2.06. Designation of Committees. The Board of Directors may by resolution or
resolutions passed by a majority of the whole Board of Directors designate one
or more committees, each committee to consist of two or more of the directors of
the Corporation, which to the extent provided in the resolution or resolutions
shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation, and may have power to
authorize the seal of the Corporation to be affixed to all papers which may
require it; provided, however, that no such committee shall have any power or
authority in reference to those matters prohibited by Section 141(c) of the
Delaware General Corporation Law. Such committee or committees shall have such
name or names as may be determined from time to time by resolution or
resolutions adopted by the Board of Directors. If provision be made for any such
committee or committees, the members thereof shall be appointed by the Board of
Directors and shall serve during the pleasure of the Board of Directors. A
majority of the members of a committee shall constitute a quorum for the
transaction of business. The Board of Directors may designate one or more
directors of the Corporation as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee and
who, in such event, shall be counted in determining the presence of a quorum.
Vacancies in such committees shall be filled by the Board of Directors;
provided, however, that in the absence or disqualification of any member of such
committee or committees, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. The Board of
Directors may at its pleasure discontinue any such committee or committees.
2.07. Director or Committee Member Relying Upon Certain Reports and Records
Protected. A director or a member of a committee designated by the Board of
Directors shall, in the performance of his duties, be fully protected in relying
in good faith upon the records of the Corporation and upon such information,
opinions, reports or statements presented to the Corporation by any of its
officers or employees, committees of the Board of Directors or by any other
person as to matters the director or member reasonably believes are within such
person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Corporation.
2.08. Resignation of Directors. Any director of the Corporation may resign at
any time by giving written notice to the President or the Secretary of the
Corporation, or to the Board of Directors. Such resignation shall take effect at
the time of receipt of such notice or at any later time specified therein, and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.
2.09 Notification of Stockholder Nominations.
(a) The provisions of this Section 2.09(a) shall apply with respect to the
meetings of stockholders up to and including the annual meeting held in 2002 but
shall not apply thereafter. Nominations for the election of directors may be
made only (i) by or at the direction of the Board of Directors or (ii) at a
meeting of stockholders called for the purpose of electing directors by any
stockholder entitled to vote for the election of directors at such meeting. Any
stockholder entitled to vote for the election of directors at an annual meeting
or a special meeting called for the purpose of electing directors may nominate
persons for election
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as directors at such meeting only if written notice of such stockholder's intent
to make such nomination is delivered to, or mailed, postage prepaid, and
received by, the Secretary of the Corporation at the principal executive offices
of the Corporation not later than the close of business on the 60th day nor
earlier than the close of business on the 90th day prior to the first
anniversary of the preceding year's annual meeting of stockholders; provided,
however, that in the event that the date of the annual meeting is more than 30
days before or more than 60 days after such anniversary date, notice by the
stockholder to be timely must be so delivered not earlier than the close of
business on the 90th day prior to such annual meeting and not later than the
close of business on the later of the 60th day prior to such annual meeting and
the 10th day following the issuance by the Corporation of a press release
announcing the meeting date. In no event shall any press release announcing an
adjournment of an annual meeting commence a new time period for the giving of a
stockholder's notice as described above. For the purpose of the annual meeting
of stockholders to be held in 1997, the first anniversary of the preceding
year's annual meeting shall be the first anniversary of the 1996 annual meeting
of shareholders of AlaTenn Resources, Inc. Each notice given by such stockholder
shall set forth: (A) the name and address of the stockholder who intends to make
the nomination and of the person or persons to be nominated; (B) a
representation that the stockholder is a holder of record of shares of the
Corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice; (C) a description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the stockholder; (D) such other information regarding each nominee proposed by
such stockholder as would have been required to be included in a proxy statement
filed pursuant to the proxy rules of the Securities and Exchange Commission had
each nominee been nominated, or intended to be nominated, by the Board of
Directors; and (E) the consent of each nominee to serve as a director of the
Corporation if so elected. The Chairman of the meeting may refuse to acknowledge
the nomination of any person made without compliance with the foregoing
procedure.
(b) The provisions of this Section 2.09(b) shall apply with respect to the
meetings of stockholders held after the 2002 annual meeting of stockholders.
Nominations for the election of directors may be made only (i) by or at the
direction of the Board of Directors or (ii) at a meeting of stockholders called
for the purpose of electing directors by any stockholder of record entitled to
vote for the election of directors at such meeting. Any stockholder entitled to
vote for the election of directors at an annual meeting or a special meeting
called for the purpose of electing directors may nominate persons for election
as directors at such meeting only if written notice of such stockholder's intent
to make such nomination is delivered to, or mailed, postage prepaid, and
received by, the Secretary of the Corporation at the principal executive offices
of the Corporation not later than the close of business on the one hundred
twentieth (120th) day prior to the first anniversary of the date of the
Corporation's proxy statement released to stockholder in connection with the
preceding year's annual meeting of stockholders; provided, however, that in the
event that no annual meeting was held in the previous year or the date of the
annual meeting is more than thirty (30) days before or more than sixty (60) days
after the anniversary date, or in the case of a special meeting called for the
purpose of electing directors, notice by the stockholder to be timely must be so
delivered not later than the close of business on the later of the one hundred
twentieth (120th) day prior to such meeting and the tenth (10th) day following
the date on which public announcement of the date of the meeting is first made.
In no event shall any press release announcing an adjournment of a meeting
commence a new time period for the giving of a stockholder's notice as described
above. Each notice given by such stockholder shall set forth: (A) the name and
address of the stockholder who intends to make the nomination and of the person
or persons to be nominated; (B) a representation that the stockholder is a
holder of record of shares of the Corporation entitled to vote at such meeting
and intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice; (C) a description of all arrangements
or understandings between the stockholder and each nominee and any other person
or persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder; (D) such other information
regarding each nominee proposed by such stockholder as would have been required
to be included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission had each nominee been nominated, or intended
to be nominated, by the Board of Directors; and (E) the consent of each nominee
to
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serve as a director of the Corporation if so elected. The Chairman of the
meeting may refuse to acknowledge the nomination of any person made without
compliance with the foregoing procedure.
ARTICLE THREE
DIRECTORS MEETINGS
3.01. Place of Meeting. All regular and special meetings of the Board of
Directors shall be held as may be determined by the Board of Directors. In the
absence of any such designation, such meetings shall be held at the principal
office of the Corporation in the State of Alabama.
3.02. Regular Meetings. Regular meetings of the Board of Directors shall be held
without call or notice immediately after the annual meeting of the stockholders,
and at such other times as the Board of Directors may by resolution provide.
3.03. Special Meetings. Special meetings of the Board of Directors shall be held
whenever called by or at the request of the Chairman of the Board of the
President or any three or more directors.
3.04. Notice of Special Meetings. The Secretary of Assistant Secretary shall
give notice to each director of the time and place of holding each special
meeting by mailing the notice at least thirty-six (36) hours before the meeting
or by causing the same to be transmitted by other means at least twenty-four
(24) hours before the meeting. Unless otherwise indicated in the notice thereof,
any and all business may be transacted at any special meeting subject to the
provisions of this Article Three.
3.05. Notice of Adjourned Meetings. When a regular or special meeting of the
Board of Directors is adjourned for thirty (30) days or more, notice of such
adjourned regular or special meeting shall be given as in the case of a special
meeting. When a regular or special meeting of the Board of Directors is
adjourned for less than thirty (30) days, it is not necessary to give any notice
of the time and place of the adjourned meeting other than by announcement at the
regular or special meeting at which the adjournment is taken.
3.06. Waiver of Notice by Directors. Whenever any notice is required to be given
to any director of the Corporation under any provision of law, the Certificate
of Incorporation or these Bylaws, a waiver thereof in writing signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, shall be equivalent to the giving of such notice. Neither the
business to be transacted at, nor the purpose of any regular or special meeting
of the directors, or members of a committee or directors, need be specified in
any written waiver of notice unless otherwise so required by these Bylaws.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting, except where 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.
3.07. Quorum. A majority of the total number of directors shall constitute a
quorum for the transaction of business at any meeting of the Board of Directors,
but if less than a majority is present at a meeting, a majority of the directors
present may adjourn the meeting from time to time without further notice. If a
quorum is present when the meeting is convened, the directors present may
continue to do business, taking action by a majority of a quorum as herein
fixed, until adjournment, notwithstanding the withdrawal of enough directors to
leave less than a quorum or the refusal of any director to vote.
3.08. Majority Action. The act of a majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors
unless otherwise provided by the Certificate of Incorporation or these Bylaws.
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3.09. Action Without a Meeting. Any action required or permitted to be taken at
any meeting of the Board of Directors, or any committee thereof, may be taken
without a meeting if a consent in writing, setting forth the action so taken, is
signed by all of the directors, or all of the members of the committee, and the
written consent is filed with the minutes of the Board of Directors or the
committee, as the case may be. Such consent shall have the same effect as a
unanimous vote.
3.10. Adjournment. In the absence of a quorum, any meeting of the Board of
Directors may be adjourned from time to time by a majority of the directors
present. At any adjourned meeting of the Board of Directors at which a quorum
shall be present, any business may be transacted which might have been
transacted at the meeting as originally noticed.
3.11. Conduct of Meetings. At every meeting of the Board of Directors, the
Chairman of the Board, or in his absence, the President, or in his absence, the
Vice President designated by him, or in the absence of such designation, a
Chairman chosen by a majority of the directors present, shall preside. The
Secretary of the Corporation shall act as Secretary of the Board of Directors.
In case the Secretary shall be absent from any meeting, the Chairman may appoint
any person to act as Secretary of the meeting.
3.12. Participation in Meetings by Conference Telephone. Members of the Board of
Directors or any committee designated thereby may participate in a meeting of
such Board of Directors or committee by means of a conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other at the same time and participation by such means
shall constitute presence in person at such meeting.
ARTICLE FOUR
OFFICERS
4.01. Officers. The officers of the Corporation shall be a President, one (1) or
more Vice Presidents, a Chief Financial Officer, a Secretary and a Treasurer.
The Corporation may also have, at the discretion of the Board of Directors, a
Chairman of the Board, one (1) or more Assistant Secretaries, one (1) or more
Assistant Treasurers, and such other officers and assistant officers as may be
appointed in accordance with the provisions of Section 4.03 below. Any number of
offices may be held by the same person. In its discretion, the Board of
Directors may leave unfilled for any period it may fix any office. None of the
officers except the Chairman of the Board need be directors of the Corporation.
4.02. Election of Officers. The officers of the Corporation, except such
officers as may be appointed in accordance with the provisions of Section 4.03,
shall be elected annually by the Board of Directors at the regular meeting of
the Board of Directors held immediately after the adjournment of the annual
meeting of the stockholders. If the Board of Directors shall fail to fill any
office at such meeting, such office shall be filled at the first adjourned or
special meeting of the Board of Directors held thereafter. Failure to elect
officers at any time designated for their election shall not work a dissolution
of the Corporation. Each officer shall hold office until his successor is duly
elected and qualified, or until his earlier death, resignation or removal.
4.03. Subordinate Officers, Agents and Employees. In addition to the officers
described in Section 4.01 above, the Board of Directors may appoint such other
officers or agents as may be deemed advisable, each of whom shall hold office
for such period, have such authority, and perform such duties in the management
of the property and affairs of the Corporation as may be provided in these
Bylaws or as may be determined by resolution of the Board of Directors not
inconsistent herewith. The Board of Directors may delegate to any officer or
committee the power to appoint and to remove any such subordinate officers,
committees, or agents, to specify their duties and determine their compensation.
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4.04. Delegation of Duties of Officers. The Board of Directors may delegate the
duties and powers of any officer of the Corporation to any other officer or to
any director for a specified period of time for any reason that the Board of
Directors may deem sufficient.
4.05. Removal of Officers or Agents. The Board of Directors may with or without
cause remove any officer at any time or relieve any officer of any or all of his
powers and duties and delegate such powers and duties to any other officer or to
any director or directors; and the Board of Directors may terminate or suspend
payment of salaries of officers so removed or so relieved. Election or
appointment of an officer or agent shall not of itself create any contract right
in favor of such officer or agent.
4.06. Resignations of Officers or Agents. Any officer or agent may resign at any
time by giving written notice of resignation to the Board of Directors, to the
Chairman of the Board, to the President or to the Secretary of the Corporation.
Any such resignation shall take effect upon receipt of such notice or at any
later time specified therein. Unless otherwise specified in the notice, the
acceptance of a resignation shall not be necessary to make the resignation
effective.
4.07. Vacancies. A vacancy in any office, the holder of which is elected or
appointed by the Board of Directors, because of death, resignation, removal,
disqualification or otherwise, may be filled by the Board of Directors for the
unexpired portion of the term of such office. A vacancy in any other office for
any reason shall be filled by the Board of Directors, or any committee, or
officer to whom authority in the premises may have been delegated by these
Bylaws or by resolution of the Board of Directors.
ARTICLE FIVE
DUTIES OF OFFICERS
5.01. Chairman of the Board. The Chairman of the Board, if there be one, shall
preside at all meetings of the stockholders and of the Board of Directors, of
which he must be a member, at which he is present. The Chairman of the Board
shall have such other powers and perform such other duties as may be assigned to
him from time to time by these Bylaws or by the Board of Directors.
5.02. President and Vice Presidents. The President shall have general
supervision, direction and control of the business and affairs of the
Corporation, subject to the control of the Board of Directors and, unless
otherwise determined by resolution of the Board of Directors, shall be the chief
executive officer of the Corporation. The President shall have the general
powers and duties of management usually vested in the office of President of a
corporation, and shall have such other powers and duties as may be prescribed by
the Board of Directors or these Bylaws. In the absence or disability of the
President or if the office of President be vacant, the Chairman of the Board or,
upon designation by the Board of Directors, a Vice President, shall perform the
duties and exercise the powers of the President, subject to the right of the
Board of Directors at any time to extend or confine such powers and duties or to
assign them to others. Each Vice President shall have such powers and perform
such other duties as may be assigned to him from time to time by the Board of
Directors or the President and shall generally assist the President in such
manner as the President shall direct.
5.03. Chief Financial Officer. The Chief Financial Officer (who may have such
additional titles as shall from time to time be assigned to him by these Bylaws
or by the Board of Directors) shall be the principal financial officer of the
Corporation and shall have such powers and perform such duties as shall from
time to time be assigned to him by these Bylaws, the Board of Directors or the
President.
5.04. Secretary. The Secretary shall have all powers and duties usually incident
to the office of the Secretary of a corporation, except as specifically limited
by a resolution of the Board of Directors, and shall have such other powers and
perform such other duties as may be assigned to him from time to time by the
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Board of Directors or the President. Within this authority and in the course of
his duties, the Secretary shall:
(a) Minutes of Meetings. Keep at the place where the Bylaws or a copy thereof
are kept a record of the proceedings of meetings of the Corporation's Board of
Directors, committees of the Board of Directors, and stockholders, with the time
and place of holding, whether regular or special, and, if special, how
authorized, the notice thereof given, the names of those present at meetings of
the Board of Directors, the number of shares or members present or represented
at stockholders meetings, and the proceedings thereof.
(b) Sign or Attest Documents and Affix Seal. Sign, certify, or attest such
documents as may be required by law or the business of the Corporation, and keep
the corporate seal, if any, and affix it to such instruments as may be necessary
or proper.
(c) Notices. See that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law. In case of the absence or
disability of the Secretary, or his refusal or neglect to act, notice may be
given and served by an Assistant Secretary or by the President or Vice
Presidents, if any, or by the Board of Directors.
(d) Custodian of Records and Seal. Be custodian of the records and of the seal
of the Corporation, and see that it is engraved, lithographed, printed, stamped,
impressed on, or affixed to, all certificates for shares prior to their issuance
and to all documents, the execution of which, on behalf of the Corporation under
its seal, is duly authorized in accordance with the provisions of these Bylaws.
(e) Secretary of Meetings. Act as Secretary of meetings of the stockholders and
Board of Directors except as otherwise provided in these Bylaws.
(f) Absence of Secretary. In case of the absence or disability of the Secretary
or his refusal or neglect to act, the Assistant Secretary, or if there be none,
the Treasurer, acting as Assistant Secretary, may perform all of the functions
of the Secretary. In the absence or inability to act, or refusal or neglect to
act of the Secretary, the Assistant Secretary, and Treasurer, any person
thereunto authorized by the President or Vice Presidents, if any, or by the
Board of Directors, may perform the functions of the Secretary.
5.05. Assistant Secretary. At the request of the Secretary, or in his absence or
disability, the Assistant Secretary, designated as set forth in Section 5.04(f)
of these Bylaws, shall perform all the duties of the Secretary, and, when so
acting, he shall have all the powers of, and be subject to all the restrictions
on, the Secretary. The Assistant Secretary shall perform such other duties as
from time to time may be assigned to him by the Board of Directors or the
Secretary.
5.06. Treasurer. The Treasurer shall have all the powers and duties usually
incident to the office of Treasurer, except as specifically limited by a
resolution of the Board of Directors, and shall have such other powers and
perform such other duties as may be assigned to him from time to time by the
Board of Directors or the President. Within this authority and in the course of
his duties, the Treasurer shall:
(a) Funds: Custody and Deposit. Have charge and custody of, and be responsible
for, all funds and securities of the Corporation, and deposit all such funds in
the name of the Corporation in such banks, trust companies, or other
depositories as shall be selected by the Board of Directors.
(b) Funds: Receipt and Disbursement. Receive, and give receipt for, moneys due
and payable to the Corporation from any source whatever, and disburse, or cause
to be disbursed, the funds of the Corporation as may be directed by the Board of
Directors, taking proper vouchers for such disbursements.
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(c) Maintain Accounts. Keep and maintain adequate and correct accounts of the
Corporation's properties and business transactions including account of its
assets, liabilities, receipts, disbursements, gains, losses, capital, surplus,
and shares.
(d) Reports. The Treasurer shall make such reports and statements of his
transactions as Treasurer as may be required of him by the President, the Board
of Directors or by applicable law.
(e) Absence of Treasurer. In case of the absence or disability of the Treasurer
or his refusal or neglect to act, the Assistant Treasurer, or if there be none,
the Secretary acting as Assistant Treasurer may perform all of the functions of
the Treasurer. In the absence or inability to act, or refusal or neglect to act,
of both the Assistant Treasurer and the Secretary, any person thereunto
authorized by the President or Vice Presidents, if any, or by the Board of
Directors may perform the functions of the Treasurer.
5.07. Assistant Treasurer. At the request of the Treasurer, or in his absence or
disability, the Assistant Treasurer designated as set forth in Section 5.06(e)
of these Bylaws shall perform all the duties of the Treasurer, and when so
acting, shall have all the powers of, and be subject to all restrictions on, the
Treasurer. The Assistant Treasurer shall perform such other duties as from time
to time may be assigned to him by the Board of Directors or the Treasurer.
5.08. Salaries. The salaries of the officers shall be fixed from time to time by
the Board of Directors, and no officer shall be prevented from receiving such
salary by reason of fact that he is also a director of the Corporation.
5.09. Giving of Bond by Officers. Any officer of the Corporation, if required to
do so by the Board of Directors, shall furnish a bond to the Corporation for the
faithful performance of his duties, in such penalties and with such conditions
and security or surety or sureties as the Board of Directors shall require.
ARTICLE SIX
INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES OR AGENTS; LIABILITY INSURANCE
6.01. Action Against Party Because of Corporate Position .
(a) The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
Corporation, or is 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 expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
(b) The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the
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Corporation, or is 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 expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
(c) To the extent that a director, officer, employee or agent of the Corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in paragraphs (a) and (b) of this Article Six, or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section (unless
ordered by a court) shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in paragraphs (a) and (b) of this
Article Six. Such determination shall be made (1) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (2) if there are no such directors, or if such directors
so direct, by independent legal counsel in a written opinion, or (3) by the
stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or director in
defending any civil, criminal, administrative or investigative action, suit or
proceeding may be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Corporation as
authorized in this section. Such expenses (including attorneys' fees) incurred
by other employees and agents may be so paid upon such terms and conditions, if
any, as the Board of Directors deems appropriate.
6.02. Indemnification Not Exclusive. The indemnification and advancement of
expenses provided by, or granted pursuant to, the other subsections of this
section shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding such office.
6.03. Insurance. The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is 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 and incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to indemnify him
against such liability under this section.
6.04. Certain Terms Used in this Article Six.
(a) For purposes of this Article Six, 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 section with respect to the
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resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.
(b) For purposes of this Article Six, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the Corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to in this
section.
6.05. Continuation of Indemnification. The indemnification and advancement of
expenses provided by, or granted pursuant to, this Article Six shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.
ARTICLE SEVEN
EXECUTION OF INSTRUMENTS AND DEPOSIT OF FUNDS
7.01. Contracts and Other Documents. Contracts and other instruments or
documents may be signed in the name of the Corporation by the Chairman of the
Board, the President or by any other officer authorized to sign such contract,
instrument, or document by the Board of Directors, and such authority may be
general or confined to specific instances.
7.02. Interested Directors; Quorum. No contract or transaction between the
Corporation and one (1) or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one (1) or more of its directors or officers are directors
or officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his or their votes are
counted for such purpose, if: (i) the material facts as to his relationship or
interest and as to the contract or transaction are disclosed or are known to the
Board of Directors or the committee, and the Board of Directors or committee in
good faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or (ii) the material facts as to his relationship or
interest and as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders; or (iii) the
contract or transaction is fair as to the Corporation as of the time it is
authorized, approved or ratified, by the Board of Directors, a committee
thereof, or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction.
7.03. Dividends. Subject to the laws of the State of Delaware, the Board of
Directors may, from time to time, declare and the Corporation may pay dividends
on its outstanding shares in cash, property, or its own shares, except when the
Corporation is insolvent or when the declaration or payment thereof would be
contrary to any restrictions contained in the Certificate of Incorporation.
7.04. Bank Accounts and Deposits. All funds of the Corporation shall be
deposited from time to time to the credit of the Corporation with such banks,
bankers, trust companies, or other depositories as the Board of Directors may
select or as may be selected by any officer or officers, agent or agents of the
Corporation to whom such power may be delegated from time to time by the Board
of Directors.
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7.05. Signing of Checks and Drafts. Except as otherwise provided in these
Bylaws, all checks, drafts, or other order for payment of money, notes, or other
evidences of indebtedness, issued in the name of or payable to the Corporation,
shall be signed or endorsed by such person or persons and in such manner as
shall be determined from time to time by resolution of the Board of Directors.
7.06. Loans. No loans and no renewals of any loans shall be contracted on behalf
of the Corporation except as authorized by the Board of Directors. When
authorized so to do by the Board of Directors, any officer or agent of the
Corporation may effect loans and advances for the Corporation from any bank,
trust company or other institution or from any firm, corporation or individual,
and for such loans and advances may make, execute and deliver promissory notes,
bonds or other evidences of indebtedness of the Corporation. When authorized so
to do by the Board of Directors, any officer or agent of the Corporation may
pledge, hypothecate or transfer, as security for the payment of any and all
loans, advances, indebtedness and liabilities of the Corporation, any and all
stocks, securities and other personal property at any time held by the
Corporation, and to that end may endorse, assign and deliver the same. Such
authority may be general or confined to specific instances.
ARTICLE EIGHT
ISSUANCE AND TRANSFER OF SHARES
8.01. Issuance of Certificates. Each stockholder of the Corporation shall be
entitled to a certificate or certificates, in such form as shall be approved by
the Board of Directors and required by law, certifying the number of shares of
the Corporation owned by such stockholder.
8.02. Signatures on Stock Certificates. The shares of the Corporation shall be
represented by certificates signed by the Chairman of the Board, President, an
Executive Vice President, or a Vice President and the Secretary, an Assistant
Secretary or the Treasurer or an Assistant Treasurer and may be sealed with the
seal of the Corporation or a facsimile thereof. The signature of any of these
officers upon a certificate may be a facsimile. In case any officer, transfer
agent, or registrar who has signed or whose facsimile signature has been placed
upon such certificate shall have ceased to be such officer, transfer agent, or
registrar before such certificate is issued, it may be issued by the Corporation
with the same effect as if he were such officer at the date of its issue.
8.03. Stock Transfer Books. A record of all certificates for shares issued by
the Corporation shall be kept by the Secretary or by any transfer agent or
registrar appointed pursuant to Section 8.04 below at the principal office of
the Corporation or at the office of such transfer agent or registrar. Such
record shall show the name and address of the person, firm or corporation in
which certificates for shares are registered, the number and classes of shares
represented by each such certificate, the date of each such certificate, and in
case of certificates which have been canceled, the dates of cancellation
thereof.
8.04. Transfer Agents and Registrars. The Board of Directors may appoint one (1)
or more transfer agents, registrars of other agents for the purpose of
registering transfer of shares of the Corporation, issuing new certificates of
shares of the Corporation and canceling certificates surrendered to the
Corporation. Such agents and registrars shall be appointed at such times and
places as the requirements of the Corporation may necessitate and the Board of
Directors may designate. Any such transfer agent, registrar or other agent shall
be under a duty to the Corporation to exercise good faith and due diligence in
performing his functions. Such transfer agent, registrar or other agent shall
have, with regard to the particular functions he performs, the same obligation
to the holder or owner of shares of the Corporation and shall have the same
rights and privileges as the Corporation has in regard to those functions.
Notice to a transfer such agent, registrar or other such agent is notice to the
Corporation with respect to the functions performed by the agent.
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8.05. Replacement of Lost, Destroyed and Stolen Certificates. Where a
certificate for shares of the Corporation has been lost, destroyed or stolen,
the Corporation shall issue a new certificate in place of the original
certificate if the owner: (i) files with the Corporation a sufficient indemnity
bond; and (ii) satisfies any other reasonable requirements imposed by the Board
of Directors of the Corporation.
8.06 Transfer of Shares. Shares of the capital stock of the Corporation shall be
transferred on the books of the Corporation by the holder thereof in person or
by his attorney duly authorized in writing, upon surrender and cancellation of
certificates for the number of shares to be transferred, except as provided in
the preceding section. Books for the transfer of shares of the capital stock
shall be kept by the Corporation or by one or more transfer agents appointed by
it.
8.07. Regulations. The Board of Directors shall have power and authority to make
such rules and regulations as it may deem expedient concerning the issue,
transfer and registration of certificates for shares of the capital stock of the
Corporation.
ARTICLE NINE
CORPORATE RECORDS, REPORTS, AND SEAL
9.01. Minutes of Corporate Meetings. The Corporation shall keep at its principal
place of business a book of minutes of all proceedings of its stockholders and
Board of Directors, with the time and place of holding of all meetings, whether
regular or special, and, if special, how authorized, the notice thereof given,
the names of those present at directors meetings, the number of shares or
members present or represented at stockholders meetings, and the proceedings
thereof.
9.02. Inspection of Records and Properties by Directors. Every director shall
have the absolute right at any reasonable time to inspect all books, records,
documents of every kind, and the physical properties of the Corporation, and
also of its subsidiary corporations. Such inspection by a director may be made
in person or by agent or attorney, and the right of inspection includes the
right to make extracts.
9.03. Fiscal Year. The fiscal year of the Corporation shall begin on the first
day of January, and terminate on the last day of December of each year; except
that the initial fiscal year of the Corporation shall begin on the date the
Certificate of Incorporation was filed and shall terminate on the last day of
December, 1996.
9.04. Corporate Seal. The seal of the Corporation shall be circular in form and
shall have engraved upon it the words, "Atrion Corporation." The seal shall be
used by causing it to be affixed or impressed or a facsimile thereof may be
reproduced or otherwise used in such manner as the Board of Directors shall
determine.
ARTICLE TEN
ADOPTION, AMENDMENT, AND REPEAL OF BYLAWS
10.01. Power of Directors to Amend. The Board of Directors shall have the power
to alter, amend or repeal the Bylaws of the Corporation or adopt new Bylaws for
the Corporation, provided, however, that the Board of Directors may not alter,
amend, or repeal any provision of the Bylaws which was adopted by the
stockholders pursuant to the Certificate of Incorporation and specifically
provides that it cannot be altered, amended or repealed by the Board of
Directors.
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10.02. Power of Stockholders to Amend. The stockholders shall have the power to
alter, amend or repeal the Bylaws of the Corporation or adopt new Bylaws of the
Corporation only as provided in the Certificate of Incorporation of the
Corporation.
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