EXHIBIT 3.2
BY-LAWS OF REPLIGEN CORPORATION
ARTICLE I
STOCKHOLDERS
SECTION 1. Place of Meetings. All meetings of stockholders shall be held at such
place within or without the State of Delaware as may be designated from time to
time by the Board of Directors or, if not so designated, at the principal office
of the corporation.
SECTION 2. Annual Meeting. The annual meeting of stockholders of the election of
directors and the transaction of such other business as may properly come before
the meeting shall be held at 10 a.m. on the last Thursday in July of each year
or on such other date or at such hour as may be specified by resolution of the
Board of Directors. If the date of the annual meeting shall fall upon a legal
holiday at the place of the meeting, the meeting shall be held at the same hour
on the next succeeding business day. If the annual meeting is not held on the
date designated therefor, the directors shall cause the meeting to be held as
soon thereafter as convenient.
SECTION 3. Special Meetings. Special meetings of the stockholders may be called
at any time by the President, the Chairman, or the Board of Directors, or by the
Secretary or any other officer upon the written request of one or more
stockholders holding of record at least a majority of the outstanding shares of
stock of the corporation entitled to vote at such meeting. Such written request
shall state the purpose or purposes of the proposed meeting. Business transacted
at any special meeting of stockholders shall be limited to matters relating to
the purpose or purposes stated in the notice of meeting.
SECTION 4. Notice of Meetings. Except where some other notice is required by
law, written notice of each meeting of stockholders, stating the place, date and
hour thereof and the purposes for which the meeting is called, shall be given by
or under the direction of the Secretary, not less than ten nor more than sixty
days before the date fixed for such meeting, to each stockholder entitled to
vote at such meeting of record at the close of business on the day fixed by the
Board of Directors as a record date for the determination of the stockholders
entitled to vote at such meeting or, if not such date has been fixed, of record
at the close of business on the day before the day on which notice is given.
Notice shall be given personally to each stockholder or left at his or her
residence or usual place of business or mailed postage prepaid and addressed to
the stockholder at his or her address as it appears upon the records of the
corporation. In case of the death, absence, incapacity or refusal of the
Secretary, such notice may be given by a person designated either by a Secretary
or by the person or persons calling the meeting or by the Board of Directors. A
waiver of such notice in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent to such notice. Attendance of a person at a meeting of stockholders
shall constitute a waiver of notice of such meeting, except when the 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. 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. Notice of any meeting of the stockholders shall be
deemed to have been given to any person who may become a stockholder of record
after the mailing of such notice and prior to such meeting. Except as required
by statute, notice of any adjourned meeting of the stockholders shall not be
required.
SECTION 5. Voting List. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders, arranged in alphabetical
order, and showing the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior to the meeting,
either at a place within the city or other municipality or community where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by an stockholder who is
present. The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by this
section or the books of the corporation, or to vote at any meeting of
stockholders.
SECTION 6. Quorum of Stockholders. At any meeting of the stockholders, the
holders of a majority in interest of all stock issued and outstanding and
entitled to vote upon a question to be considered at the meeting, present in
person or represented by proxy, shall constitute a quorum for the consideration
of such question, but a smaller group may adjourn any meeting from time to time.
When a quorum is present at any meeting, a majority of the stock represented
thereat and entitled to vote shall, except where a larger vote is required by
law, by the certificate of incorporation, or by these by-laws, decide any
question brought before such meeting. Any election by stockholders shall be
determined by a plurality of the vote cast by the stockholders entitled to vote
at the election.
SECTION 7. Proxies and Voting. Each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of the
capital stock held of record by such stockholder, but no proxy shall be voted on
after three years from its date, unless said proxy provides for a longer period.
Persons holding stock in a fiduciary capacity shall be entitled to vote the
shares so held, and persons whose stock is pledged shall be entitled to vote,
unless in the transfer by the pledgor on the books of the corporation the
pledgee shall have been expressly empowered to vote thereon, in which case only
the pledgee or the pledgee's proxy may represent said stock and vote thereon.
Shares of the capital stock of the corporation belonging to the corporation or
to another corporation, a majority of whose shares entitled to vote in the
election of directors is owned by the corporation, shall not be entitled to vote
nor counted for quorum purposes.
SECTION 8. Conduct of Meeting. Meetings of the stockholders shall be presided
over by one of the following officers in the order of seniority and in present
and acting: the Chairman of the Board, if any, the Vice-Chairman of the Board,
if any, the President, a Vice-President, or, if none of the foregoing is in
office and present and acting, a chairman to be chosen by the stockholders. The
Secretary of the corporation, if present, or an Assistant Secretary, shall act
as secretary of every meeting, but if neither the Secretary nor an Assistant
Secretary is present the chairman of the meeting shall appoint a secretary of
the meeting.
SECTION 9. Action Without Meeting. Any action required or permitted to be taken
at any annual or special meeting of stockholders of the corporation may be taken
without a meeting, without prior notice
and without a vote, if a consent in writing, setting forth the action so taken,
is signed by the holders or by proxy for the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote on such
action were present and voted. Prompt notice of the taking of corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.
ARTICLE II
DIRECTORS
SECTION 1. General Powers. The business and affairs of the corporation shall be
managed by or under the direction of a Board of Directors, who may exercise all
of the powers of the corporation which are not by law required to be exercised
by the stockholders. In the event of a vacancy in the Board of Directors, the
remaining directors, except as otherwise provided by law, may exercise the
powers of the full Board until the vacancy is filled.
SECTION 2. Number; Election; Tenure and Qualification. The initial Board of
Directors shall consist of three persons and shall be elected by the
incorporator. Thereafter, the number of directors which shall constitute the
whole Board shall be fixed by resolution of the stockholders, but in no event
shall be less than one. Each director shall be elected by the stockholders at
the annual meeting and all directors shall hold office until the next annual
meeting and until their successors are elected and qualified, or until their
earlier death, resignation or removal. The number of directors may be increased
or decreased by action of the stockholders. Directors need not be stockholders
of the corporation.
SECTION 3. Enlargement of the Board. The number of the Board of Directors may be
increased at any time, such increase to be effective immediately, by resolution
of the stockholders.
SECTION 4. Vacancies. Any vacancy in the Board of Directors, however occurring,
including a vacancy resulting from an enlargement of the Board and an unfilled
vacancy resulting from the removal of any director for cause or without cause,
may be filled by resolution of the stockholders. A director elected to fill a
vacancy shall hold office until the next annual meeting of stockholders and
until his or her successor is elected and qualified or until his or her earlier
death, resignation, or removal. When one or more directors shall resign from the
Board, effective at a future date, the stockholders shall have the power to fill
such vacancy or vacancies, the vote thereon to take effect when such resignation
or resignations shall become effective. If at any time there are no directors in
office, then an election of directors may be held in accordance with the General
Corporation Law of the State of Delaware.
SECTION 5. Resignation. Any director may resign at any time upon written notice
to the corporation. Such resignation shall take effect at the time specified
therein, or if no time is specified, at the time of its receipt by the President
or Secretary.
SECTION 6. Removal. Except as may otherwise be provided by the General
Corporation Law, any director or the entire Board of Directors may be removed,
with or without cause, at an annual meeting or at a special meeting called for
that purpose, by the holders of a majority of the shares then entitled to vote
at an election of directors. The vacancy or vacancies thus created may be filled
by the stockholders at the meeting held for the purpose of removal.
SECTION 7. 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 directors of the
corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. 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 such
member or members constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of such absent or
disqualified member.
A majority of all the members of any such committee may fix its rules of
procedure, determine its action and fix the time and place, whether within or
without the State of Delaware, of its meetings and specify what notice thereof,
if any, shall be given, unless the Board of Directors shall otherwise by
resolution provide. The Board of Directors shall have the power to change the
members of any such committee at any time, to fill vacancies therein and to
discharge any such committee, either with or without cause, at any time.
Any such committee, unless otherwise provided in the resolution of the Board of
Directors, or in these by-laws, shall have and may exercise all the powers and
authority of the Board of Directors 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 which may require it; but no such committee shall have
such power or authority in reference to amending the certificate of
incorporation, adopting an agreement of merger or consolidation, recommending to
the stockholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets, recommending a dissolution of the corporation
or a revocation of a dissolution, or amending the by-laws of the corporation,
and, unless the resolution or these by-laws expressly so provide, no such
committee shall have the power or the authority to declare a dividend or to
authorize the issuance of stock.
Each committee shall keep regular minutes of its meetings and make such reports
as the Board of Directors may from time to time request.
SECTION 8. Meetings of the Board of Directors. Regular meetings of the Board of
Directors may be held without call or formal notice at such places either within
or without the State of Delaware and at such times as the Board may by vote form
time to time determine. A regular meeting of the Board of Directors may be held
without call or formal notice immediately after and at the same place as the
annual meeting of the stockholders, or any special meeting of the stockholders
at which a Board of Directors is elected.
Special meetings of the Board of Directors may be held at any place either
within or without the State of Delaware at any time when called by the Chairman
of the Board of Directors, the President, Treasurer, Secretary, or two or more
directors. Reasonable notice of the time and place of a special meeting shall be
given to each director unless such notice is waived by attendance or by written
waiver in the manner provided in these by-laws for waiver of notice of
stockholders. No notice of any adjourned meeting of the Board of Directors shall
be required. In any case it shall be deemed sufficient notice to a director to
send notice by mail at least seventy-two hours, or by telegram at least
forty-eight hours, before the meeting, addressed to such director at his or her
usual or last known business or home address.
Directors or members of any committee designated by the directors may
participate in a meeting of the Board of Directors or such committee by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation by
such means shall constitute presence in person at such meeting.
SECTION 9. Quorum and Voting. A majority of the total number of directors shall
constitute a quorum, except that when a vacancy or vacancies exist in the Board,
a majority of the directors then in office (but not less than one-third of the
total number of the directors) shall constitute a quorum, and except that a
lesser number of directors consisting of a majority of the directors then in
office who are not officers (but not less than one-third of the total number of
directors) may constitute a quorum for the purpose of acting on any matter
relating to the compensation (including fringe benefits) of an officer of the
corporation. A majority of the directors present, whether or not a quorum is
present, may adjourn any meeting from time to time. The vote of a majority of
the directors present at any meeting at which a quorum is present shall be the
act of the Board of Directors, except where a different vote is required or
permitted by law, by the certificate of incorporation, or by these by-laws.
SECTION 10. Compensation. The Board of Directors may fix fees for their services
and for their membership on committees, and expenses of attendance may be
allowed for attendance at each meeting. Nothing herein contained shall be
construed to preclude any director from serving the corporation in any other
capacity as an officer, agent or otherwise, and receiving compensation therefor.
SECTION 11. Action Without Meeting. Any action required or permitted to be taken
at any meeting of the Board of Directors, or of any committee thereof, may be
taken without a meeting, and without notice, if a written consent thereto is
signed by all members of the Board of Directors, or of such committee, as the
case may be, and such written consent is filed with the minutes of proceedings
of the Board of Directors or such committee.
ARTICLE III
OFFICERS
SECTION 1. Titles. The officers of the corporation shall consist of a President,
a Secretary, a Treasurer, and such other officers with such other titles as the
Board of Directors shall determine, including without limitation a Chairman of
the Board, a Vice-Chairman of the Board, and one or more Vice-Presidents,
Assistant Treasurers, or Assistant Secretaries.
SECTION 2. Election and Term of Office. The officers of the corporation shall be
elected annually by the Board of Directors at its first meeting following the
annual meeting of the stockholders. Each officer shall hold office until his or
her successor is elected and qualified, unless a different term is specified in
the vote electing such officer, or until his or her earlier death, resignation
or removal.
SECTION 3. Qualification. Unless otherwise provided by resolution of the Board
of Directors, no officer, other than the Chairman or Vice-Chairman of the Board,
need be
a director. No officer need be a stockholder. Any number of offices may be held
by the same person, as the directors shall determine, but no person may hold the
offices of President and Secretary simultaneously.
SECTION 4. Removal. Any officer may be removed, with or without cause, at any
time, by resolution adopted by the Board of Directors.
SECTION 5. Resignation. Any officer may resign by delivering a written
resignation to the corporation at its principal office or to the President or
Secretary. Such resignation shall be effective upon receipt or at such later
time as shall be specified therein.
SECTION 6. Vacancies. The Board of Directors may at any time fill any vacancy
occurring in any office for the unexpired portion of the term and may leave
unfilled for such period as it may determine any office other than those of
President, Treasurer and Secretary.
SECTION 7. Powers and Duties. The officers of the corporation shall have such
powers and perform such duties as are specified herein and as may be conferred
upon or assigned to them by the Board of Directors, and shall have such
additional powers and duties as are incident to their office except to the
extent that resolutions of the Board of Directors are inconsistent therewith.
SECTION 8. President and Vice-Presidents. The President shall be the chief
executive officer of the corporation, shall preside at all meetings of the
stockholders and the Board of Directors unless a Chairman or Vice-Chairman of
the Board is elected by the Board, empowered to preside, and present at such
meeting, shall have general and active management of the business of the
corporation and general supervision of its officers, agents and employees, and
shall see that all orders and resolutions of the Board of Directors are carried
into effect.
In the absence of the President or in the event of his or her inability or
refusal to act, the Vice-President if any (or in the event there be more than
one Vice-President, the Vice-Presidents in the order designated by the
directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President. The Board of Directors may assign to any Vice-President the title of
Executive Vice-President, Senior Vice-President or any other title selected by
the Board of Directors.
SECTION 9. Secretary and Assistant Secretaries. The Secretary shall attend all
meetings of the Board of Directors and of the stockholders and record all the
proceedings of such meetings in a book to be kept for that purpose, shall give,
or cause to be given, notice of all meetings of the stockholders and special
meetings of the Board of Directors, shall maintain a stock ledger and prepare
lists of stockholders and their addresses as required and shall have custody of
the corporate seal which the Secretary or any Assistant Secretary shall have
authority to affix to any instrument requiring it and attest by any of their
signatures. The Board of Directors may give general authority to any other
officer to affix and attest the seal of the corporation.
The Assistant Secretary if any (or if there be more than one, the Assistant
Secretaries in the order determined by the Board of Directors of if there be no
such determination, then in the order of their election) shall, in the absence
of the Secretary or in the event of the Secretary's inability or refusal to act,
perform the duties and exercise the powers of the Secretary.
SECTION 10. Treasurer and Assistant Treasurers. The Treasurer shall have the
custody of the corporate funds and securities, shall keep full and accurate
accounts of receipts and disbursements in books belonging to the corporation and
shall deposit all moneys and other valuable effects in the name and to the
credit of the corporation in such depositories as may be designated by the Board
of Directors. The Treasurer shall disburse the funds of the corporation as may
be ordered by the Board of Directors or the President, taking proper vouchers
for such disbursements, and shall render to the President and the Board of
Directors, at its regular meetings, or whenever they may require it, an account
of all transactions and of the financial condition of the corporation.
The Assistant Treasurer if any (or if there be more than one, the Assistant
Treasurers in the order determined by the Board of Directors or if there be no
such determination, then in the order of their election) shall, in the absence
of the Treasurer or in the event of his or her inability or refusal to act,
perform the duties and exercise the powers of the Treasurer.
SECTION 11. Bonded Officers. The Board of Directors may require any officer to
give the corporation a bond in such sum and with such surety or sureties as
shall be satisfactory to the Board of Directors upon such terms and conditions
as the Board of Directors may specify, including without limitation a bond for
the faithful performance of the duties of such officer and for the restoration
to the corporation of all property in his or her possession or control belonging
to the corporation.
SECTION 12. Salaries. Officers of the corporation shall be entitled to such
salaries, compensation or reimbursement as shall be fixed or allowed from time
to time by the Board of Directors.
ARTICLE IV
STOCK
SECTION 1. Certificates of Stock. One or more certificates of stock, signed by
the Chairman or Vice-Chairman of the Board of Directors or by the President or
Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary, shall be issued to each stockholder certifying, in
the aggregate, the number of shares owned by the stockholder in the corporation.
Any or all signatures on any such certificate may be facsimile. In case any
officer who shall have signed or whose facsimile signature shall have been
placed upon a certificate shall have ceased to be such officer 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 issue.
Each certificate for shares of stock which are subject to any restriction on
transfer pursuant to the certificate of incorporation, the by-laws, applicable
securities laws, or any agreement among any number of shareholders or among such
holders and the corporation shall have conspicuously noted on the face or back
of the certificate either the full text of the restriction or a statement of the
existence of such restriction.
SECTION 2. Transfer of Share of Stock. Subject to the restrictions, if any,
stated or noted on the stock certificates, shares of stock may be transferred on
the books of the corporation by the surrender to the corporation or its transfer
agent of the certificate representing such shares properly endorsed or
accompanied by a written assignment or power of attorney properly executed, and
with such proof of
authority or the authenticity of signature as the corporation or its transfer
agent may reasonably require. The corporation shall be entitled to treat the
record holder of stock as shown on its books as the owner of such stock for all
purposes, including the payment of dividends and the right to vote with respect
to that stock, regardless of any transfer, pledge or other disposition of that
stock, until the shares have been transferred on the books of the corporation in
accordance with the requirements of these by-laws.
SECTION 3. Lost Certificates. A new certificate of stock may be issued in the
place of any certificate theretofore issued by the corporation and alleged to
have been lost, stolen, destroyed, or mutilated, upon such terms in conformity
with law as the Board of Directors shall prescribe. The directors may, in their
discretion, require the owner of the lost, stolen, destroyed or mutilated
certificate, or the owner's legal representatives, to give the corporation a
bond, in such sum as they may direct, to indemnify the corporation against any
claim that may be made against it on account of the alleged loss, theft,
destruction or mutilation of any such certificate, or the issuance of any such
new certificate.
SECTION 4. Record Date. The Board of Directors may fix in advance a record date
for the determination of the stockholders entitled to notice of or to vote at
any meeting of stockholders or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights in respect of any change, conversion or
exchange of stock, or for the purpose of any other lawful action. Such record
date shall not be more than 60 nor less than 10 days before the date of such
meeting, nor more than 60 days prior to any other action to which such record
date relates.
If no record date is fixed, 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 before the day on which notice is given, or, if
notice is waived at the close of business on the day before the day on which the
meeting is held. The record date for determining stockholders entitled to
express consent to corporate action in writing without a meeting, when no prior
action by the Board of Directors is necessary, shall be the day on which the
first written consent is expressed. The record date for determining stockholders
for any other purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating to such purpose.
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.
SECTION 5. Fractional Share Interests. The corporation may, but shall not be
required to, issue fractions of a share. If the corporation does not issue
fractions of a share, it shall (1) arrange for the disposition of fractional
interests by those entitled thereto, (2) pay in cash the fair value of fractions
are determined, or (3) issue scrip or warrants in registered or bearer form
which shall entitle the holder to receive a certificate for a full share upon
the surrender of such scrip or warrants aggregating a full share. A certificate
for a fractional share shall, but scrip or warrants shall not unless otherwise
provided therein, entitle the holder to exercise voting rights, to receive
dividends thereon, and to participate in any of the assets of the corporation in
the event of liquidation. The Board of Directors may cause scrip or warrants to
be issued subject to the conditions that they shall become void if not exchanged
for certificates representing full shares before a specified date, or subject to
the conditions that the shares for which scrip or warrants are exchangeable may
be sold by the corporation and the proceeds thereof
distributed to the holders of scrip or warrants, or subject to any other
conditions which the Board of Directors may impose.
SECTION 6. Dividends. Subject to the provisions of the certificate of
incorporation, the Board of Directors may, out of funds legally available
therefor, at any regular or special meeting, declare dividends upon the common
stock of the corporation as and when they deem expedient.
ARTICLE V
INDEMNIFICATION AND INSURANCE
SECTION 1. Indemnification. The corporation shall, to the full extent permitted
by the General Corporation Law of the State of Delaware, as amended from time to
time, and the certificate of incorporation, indemnify each person whom it may
indemnify pursuant thereto.
SECTION 2. 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
such person and incurred by such person in any capacity or arising out of such
person's status as such, whether or not the corporation would have the power to
indemnify such person against such liability under the provisions of the General
Corporation Law of the State of Delaware.
ARTICLE VI
GENERAL PROVISIONS
SECTION 1. Fiscal Year. Except as otherwise designated from time to time by the
Board of Directors, the fiscal year of the corporation shall begin on the first
day of April and end on the last day of March.
SECTION 2. Corporate Seal. The corporate seal shall be in such form as shall be
approved by the Board of Directors. The Secretary shall be the custodian of the
seal. The Board of Directors may authorize a duplicate seal to be kept and used
by any other officer.
SECTION 3. Certificate of Incorporation. All references in these by-laws to the
certificate of incorporation shall be deemed to refer to the certificate of
incorporation of the corporation, as in effect from time to time.
SECTION 4. Execution of Instruments. The President, any Vice-President, or the
Treasurer shall have power to execute and deliver on behalf and in the name of
the corporation any instrument requiring the signature of an officer of the
corporation, including deeds, contracts, mortgages, bonds, notes, debentures,
checks, drafts, and other orders for the payment of money. In addition, the
Board of Directors may expressly delegate such powers to any other officer or
agent of the corporation.
SECTION 5. Voting of Securities. Except as the directors may otherwise
designate, the President or Treasurer may waive notice of, and act as, or
appoint any person or persons to act as, proxy or attorney-in-fact for this
corporation (with or without power of substitution) at any meeting of
stockholders or
shareholders of any other corporation or organization the securities of which
may be held by this corporation.
SECTION 6. Evidence of Authority. A certificate by the Secretary, or an
Assistant Secretary, or a temporary secretary, as to any action taken by the
stockholders, directors, a committee or any officer or representative of the
corporation shall, as to all persons who rely on the certificate in good faith,
be conclusive evidence of that action.
SECTION 7. Transactions with Interested Parties. No contract or transaction
between the corporation and one or more of the directors or officers, or between
the corporation and any other corporation, partnership, association, or other
organization in which one or more of the directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
that reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or a committee of the
Board of Directors which authorizes the contract or transaction or solely
because the vote of any such director is counted for such purpose, if:
(1) The material facts as to the 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 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
(2) The material facts as to the relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote therein, and the contract or transaction is approved by
the stockholders; or
(3) 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 of the Board of Directors, 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.
SECTION 8. Books and Records. The books and records of the corporation shall be
kept at such places within or without the State of Delaware as the Board of
Directors may from time to time determine.
ARTICLE VII
AMENDMENTS
SECTION 1. By the Stockholders. These by-laws may be altered, amended or
repealed or new by-laws may be adopted by the affirmative vote of the holders of
a majority of the shares of the capital stock of the corporation issued and
outstanding and entitled to vote at any regular meeting of stockholders, or at
any special meeting of stockholders provided notice of such alteration,
amendment, repeal or adoption of new by-laws shall have been stated in the
notice of such special meeting.