As amended through 9/3/96
BY-LAWS
of
SAGE LABORATORIES, INC.
ARTICLE I
Seal and Fiscal Year
The seal shall be circular in form with the name of the corporation around
the periphery and words and figures "Incorporated 1955 Massachusetts" within.
The fiscal year shall commence on July 1 of each year.
ARTICLE II
Meetings of Stockholders
Section 1. Place. Meetings of the stockholders shall be held at the
principal office of the corporation in Massachusetts or at such other place as
may be named in the call.
Section 2. Annual Meetings. The annual meeting of the stockholders shall
be held on the second Tuesday of November in each year, or on such other date
within six months after the end of the fiscal year of the corporation as the
directors shall determine, at such hour and place as the directors shall
determine. In the event that the annual meeting is not held on such date, a
special meeting in lieu of the annual meeting may be held with all of the force
and effect of an annual meeting.
Section 3. Special Meetings. Special meetings of the stockholders may be
called by the president or by the directors,
and shall be called by the clerk or, in case of the death, absence, incapacity
or refusal of the clerk, by any other officer, upon written application of one
or more stockholders who hold at least one-tenth part in interest of the capital
stock entitled to vote thereat.
Section 4. Notice. A written notice of the date, place and hour of all
meetings of stockholders stating the purposes of the meeting shall be given by
the clerk or an assistant clerk (or by any other officer who is entitled to call
such a meeting) at least seven (7) days before the meeting to each stockholder
entitled to vote thereat and to each stockholder who is entitled to such notice,
by leaving such notice with him or at his residence or usual place of business,
or by mailing it, postage prepaid, and addressed to such stockholder at his
address as it appears in the records of the corporation. Whenever notice of a
meeting is required to be given a stockholder under applicable law, the articles
of organization or these by-laws, a written waiver thereof, executed before or
after the meeting by such stockholder or his attorney thereunto authorized and
filed with the records of the meeting, shall be deemed equivalent to such
notice.
Section 5. Quorum. A majority in interest of all stock issued, outstanding
and entitled to vote at a meeting shall constitute a quorum, but a smaller
number may adjourn from time to time without further notice until a quorum is
secured.
Section 6. Voting. Stockholders entitled to vote shall have one vote for
each share of stock owned by them and a
proportionate vote for each fractional share; provided that the corporation
shall not directly or indirectly vote any share of its own stock, and provided
further that stock shall not be voted if any installment of the subscription
therefor has been duly demanded and is overdue and unpaid. Stockholders may vote
in person or by proxy.
Section 7. Action by Consent. Any action required or permitted to be taken
at any meeting of the stockholders may be taken without a meeting if all
stockholders entitled to vote on the matter consent to the action in writing and
the written consents are filed with the records of the meetings of stockholders.
Such consents shall be treated for all purposes as a vote at a meeting.
ARTICLE III
Officers and Directors
Section 1. Enumeration. The corporation shall have a board of not less
than three directors, except that whenever there shall be fewer than three
stockholders, the number of directors may be less than three but in no event
less than the number of stockholders. The number of directors shall be fixed at
the annual meeting, and may be changed at any special meeting, by vote of the
stockholders having the right to vote in the election of directors; provided
that the board of directors may be enlarged at any time by vote of a majority of
the directors then in office. The officers of the corporation shall be a
president, a treasurer, a clerk and such other officers as the directors may
from time to time appoint.
Section 2. Qualifications. Directors and officers need not be
stockholders. No officer need be a director. Two or more offices may be held by
the same person. The clerk shall be a resident of Massachusetts unless a
resident agent shall have been appointed pursuant to the Massachusetts Business
Corporation Law.
Section 3. Election. The directors shall be elected at the annual meeting
of the stockholders by such stockholders as have the right to vote thereon. The
directors at their annual meeting in each year shall elect a chairman of the
board, a president, a treasurer and a clerk, and may at any time elect such
other officers as they shall determine. Except as hereinafter provided, the
directors, the chairman of the board, the president, the treasurer and the clerk
shall hold office until the next annual meeting of stockholders and until their
respective successors are elected and qualified. Other officers shall serve at
the pleasure of the directors.
Section 4. Removal. Directors may be removed from office at any time for
cause by vote of a majority of the directors then in office, and with or without
cause by vote of the holders of a majority of the shares entitled to vote in the
election of directors. Officers elected or appointed by the directors may be
removed from their respective offices with or without cause by vote of a
majority of the directors then in office. A director or officer may be removed
for cause only after a reasonable notice and opportunity to be heard before the
body proposing to remove him.
Section 5. Resignation. Resignations by officers or directors shall be
given in writing to the chairman of the board, treasurer, clerk or directors.
Section 6. Vacancies. Continuing directors may act despite a vacancy or
vacancies in the board and shall for this purpose be deemed to constitute the
full board. Any vacancy in the board of directors, however occurring, including
a vacancy resulting from the enlargement of the board, may be filled by the
directors, unless previously filled by the stockholders entitled to vote in the
election of directors. Vacancies in any other office may be filled by the
directors.
ARTICLE IV
Powers and Duties of Directors and Officers
Section 1. Directors. The business of the corporation shall be managed by
the directors, who may exercise all such powers of the corporation as are not by
law, by the articles of organization or by the by-laws required to be otherwise
exercised. The directors may from time to time to the extent permitted by law
delegate any of their powers to committees, officers, attorneys or agents of the
corporation, subject to such limitations as the directors may impose.
Section 2. Chairman of the Board. The chairman of the board shall be the
chief executive officer of the corporation and, subject to the direction of the
directors, have general supervision and control of the business of the
corporation. The chairman shall, when present, preside at all meetings of
stockholders and the directors. The chairman of the board and
chief executive officer shall perform such other duties and shall have such
other powers as the directors may designate from time to time.
Section 3. President. The president shall be the chief operating officer
of the corporation and shall have such powers and duties as may be designated
from time to time by the directors or by the chairman.
Section 4. Vice Presidents. The vice presidents, if any, shall have such
powers and duties as may be designated from time to time by the directors or by
the president.
Section 5. Treasurer. Except as the directors shall otherwise determine,
the treasurer shall be the chief financial and accounting officer of the
corporation and shall have such other powers and duties as customarily belong to
the office of treasurer or as may be designated from time to time by the
directors or by the chairman of the board.
Section 6. Clerk. The clerk shall record all proceedings of the
stockholders and directors in a book or books to be kept therefor and shall have
custody of the seal of the corporation.
Section 7. Other Officers. Other officers shall have such powers as may be
designated from time to time by the directors.
ARTICLE V
Meeting of the Directors
Section 1. Regular Meetings. Regular meetings may be held at such times
and places within or without the Commonwealth of Massachusetts as the directors
may fix. An annual meeting shall
be held in each year immediately after and at the place of the meeting at which
the board is elected.
Section 2. Special Meetings. Special meetings may be held at such times
and places within or without the Commonwealth of Massachusetts as may be
determined by the directors or by the president.
Section 3. Notice. No notice need be given for a regular or annual
meeting. Forty-eight hours' notice by mail, telegraph, telephone or word of
mouth shall be given for a special meeting unless shorter notice is adequate
under the circumstances. A notice or waiver of notice need not specify the
purpose of any special meeting. Notice of a meeting need not be given to any
director if a written waiver of notice, executed by him before or after the
meeting, is filed with the records of the meeting, or to any director who
attends the meeting without protesting prior thereto or at its commencement the
lack of notice to him.
Section 4. Quorum. A majority of the directors then in office shall
constitute a quorum, but a smaller number may adjourn finally or from time to
time without further notice until a quorum is secured. If a quorum is present, a
majority of the directors present may take any action on behalf of the board
except to the extent that a larger number is required by law or the articles or
organization or the by-laws.
Section 5. Action by Consent. Any action required or permitted to be taken
at any meeting of the directors may be taken without a meeting if all the
directors consent to the action in writing and the written consents are filed
with the
records of the meetings of directors. Such consents shall be treated for all
purposes as a vote at a meeting.
ARTICLE VI
Stock and Transfer Books
The corporation shall keep in the Commonwealth of Massachusetts at its
principal office (or at an office of its transfer agent or of its clerk or of
its resident agent) stock and transfer records, which shall contain the names of
all stockholders and the record address and the amount of stock held by each.
The corporation for all purposes may conclusively presume that the registered
holder of a stock be absolute owner of the shares represented thereby and that
his record address is his proper address. The directors may fix in advance a
time, which shall not be more than sixty days before the date of any meeting of
stockholders or the date for the payment of any dividend or the making of any
distribution to stockholders or the last day on which the consent or dissent of
stockholders may be effectively expressed for any purpose, as the record date
for determining the stockholders having the right to notice of and to vote at
such meeting and any adjournment thereof or the right to receive such dividend
or distribution or the right to give such consent or dissent, and in such case
only stockholders of record on such record date shall have such right,
notwithstanding any transfer of stock on the books of the corporation after the
record date; or without fixing such record date the directors may for any of
such purposes close the transfer books for all or any part of such period.
If no record date is fixed and the transfer books are not closed:
(1) The record date for determining stockholders having the right to
notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given.
(2) The record date for determining stockholders for any other purpose
shall be at the close of business on the day on which the board acts with
respect thereto.
ARTICLE VII
Signature of Checks
All checks drawn on bank accounts of the corporation may be signed on its
behalf as authorized from time to time by the directors.
ARTICLE VIII
Amendment of By-Laws
These by-laws may be amended, altered or repealed in whole or in part, and
new by-laws may be adopted, by vote of the holders of a majority of the shares
of common stock outstanding and entitled to vote. The directors may also amend,
alter or repeal these by-laws in whole or in part, or adopt new by-laws, except
with respect to any provision thereof which by law, the articles of organization
or these by-laws requires action by the stockholders. Not later than the time of
giving notice of the meeting of stockholders next following the amending,
altering, repealing or adopting by the directors of any by-law, notice thereof
stating the substance of such change shall be given to all stockholders entitled
to vote on amending the by-laws. Any by-law adopted by the directors may be
amended or repealed by the stockholders.
ARTICLE IX
Employment Contracts
The corporation may enter into employment contracts authorized by the
directors and the provisions of such contracts shall be valid in accordance with
their terms despite any
inconsistent provision of these by-laws relating to terms of officers and
removal of officers with or without cause.
ARTICLE X
Indemnification of Directors and Officers
The corporation shall, to the extent legally permissible, indemnify each
person who may serve or who has served at any time as a director or officer of
the corporation or of any of its subsidiaries, or who at the request of the
corporation may serve or at any time has served as a director, officer or
trustee of, or in a similar capacity with, another organization or an employee
benefit plan, against all expenses and liabilities (including counsel fees,
judgments, fines, excise taxes, penalties and amounts payable in settlements)
reasonably incurred by or imposed upon such person in connection with any
threatened, pending or completed action, suit or other proceeding, whether
civil, criminal, administrative or investigative, in which he may become
involved by reason of his serving or having served in such capacity (other than
a proceeding voluntarily initiated by such person unless he is successful on the
merits, the proceeding was authorized by the corporation or the proceeding seeks
a declaratory judgment regarding his own conduct); provided that no
indemnification shall be provided for any such person with respect to any matter
as to which he shall have been finally adjudicated in any proceeding not to have
acted in good faith in the reasonable belief that his action was in the best
interests of the corporation or, to the extent such matter relates to service
with respect to any employee benefit plan, in the best
interests of the participants or beneficiaries of such employee benefit plan;
and provided, further, that as to any matter disposed of by a compromise payment
by such person, pursuant to a consent decree or otherwise, the payment and
indemnification thereof have been approved by the corporation, which approval
shall not be unreasonably withheld, or by a court of competent jurisdiction.
Such indemnification shall include payment by the corporation of expense
incurred in defending a criminal or action or proceeding in advance of the final
disposition of such action or proceeding, upon receipt of an undertaking by the
person indemnified to repay such payment if he shall be adjudicated to be not
entitled to indemnification under this article, which undertaking may be
accepted without regard to the financial ability of such person to make
repayment.
A person entitled to indemnification hereunder whose duties include
service or responsibilities as a fiduciary with respect to a subsidiary or other
organization shall be deemed to have acted in good faith in the reasonable
belief that his action was in the best interests of the corporation if he acted
in good faith in the reasonable belief that his action was in the best interests
of such subsidiary or organization or of the participants or beneficiaries of,
or other persons with interests in, such subsidiary or organization to whom he
had a fiduciary duty.
Where indemnification hereunder requires authorization or approval by the
corporation, such authorization or approval shall be conclusively deemed to have
been obtained, and in any case
where a director of the corporation approves the payment of indemnification,
such director shall be wholly protected, if:
(i) the payment has been approved or ratified (1) by a majority vote
of a quorum of the directors consisting of persons who are not at that
time parties to the proceeding, (2) by a majority vote of a committee of
two or more directors who are not at that time parties to the proceeding
and are selected for this purpose by the full board (in which selection
directors who are parties may participate), or (3) by a majority vote of a
quorum of the outstanding shares of stock of all classes entitled to vote
for directors, voting as a single-class, which quorum shall consist of
stockholders who are not at that time parties to the proceeding; or
(ii) the action is taken in reliance upon the opinion of independent
legal counsel (who may be counsel to the corporation) appointed for the
purpose by vote of the directors or in the manner specified in clauses
(1), (2) or (3) of subparagraph (i); or
(iii) the payment is approved by a court of competent jurisdiction;
or
(iv) the directors have otherwise acted in accordance with the
standard of conduct set forth in the Massachusetts Business Corporation
Law.
Any indemnification or advance of expenses under this article shall be
paid promptly, and in any event within 30 days, after the receipt by the
corporation of a written request
therefor from the person to be indemnified, unless with respect to a claim for
indemnification the corporation shall have determined that the person is not
entitled to indemnification. If the corporation denies the request or if payment
is not made within such 30 day period, the person seeking to be indemnified may
at any time thereafter seek to enforce his rights hereunder in a court of
competent jurisdiction and, if successful in whole or in part, he shall be
entitled also to indemnification for the expenses of prosecuting such action.
Unless otherwise provided by law, the burden of proving that the person is not
entitled to indemnification shall be on the corporation.
The right of indemnification under this article shall be a contract right
inuring to the benefit of the directors, officers and other persons entitled to
be indemnified hereunder and no amendment or repeal of this article shall
adversely affect any right of such director, officer or other person existing at
the time of such amendment or repeal.
The indemnification provided hereunder shall inure to the benefit of the
heirs, executors and administrators of a director, officer or other person
entitled to indemnification hereunder. The indemnification provided hereunder
may, to the extent authorized by the corporation, apply to the directors,
officers and other persons associated with constituent corporations that have
been merged into or consolidated with the corporation who would have been
entitled to indemnification hereunder had they served in such capacity with or
at the request of the corporation.
The right of indemnification under this article shall be in addition to
and not exclusive of all other rights to which such director or officer or other
persons may be entitled. Nothing contained in this article shall affect any
rights to indemnification to which corporation employees or agents other than
directors and officers and other persons entitled to indemnification hereunder
may be entitled by contract or otherwise under law.
ARTICLE XI
Issue of Authorized Stock
Any unissued capital stock from time to time authorized under the articles
of organization may be issued by vote of the directors.