EXHIBIT 3.2.14
EXHIBIT A
AMENDED AND RESTATED BY-LAWS
SCI TECHNOLOGY, INC.
ARTICLE I
OFFICES
Section 1. The principal office shall be in the city of
Huntsville, County of Madison, State of Alabama.
Section 2. The corporation may also have offices at such other
places both within and without the State of Alabama as the board of directors
may from time to time determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. Meetings of shareholders may be held at such time and
place, within or without the State of Alabama, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual meetings of shareholders, commencing with the
year 1989, shall be held on the fourth Friday in October, or, if a legal
holiday, then on the next such day following that day, at 10:00 a.m. at which
they shall elect, by a plurality vote a board of directors, and transact such
other business as shall properly be brought before the meeting.
Section 3. Written notice of the annual meeting shall be given
to each shareholder entitled to vote thereat not less than ten nor more than
fifty days before the date of the meeting.
Section 4. The officer who has charge of the shares ledger of
the corporation shall prepare and make at least ten days before each meeting of
shareholders a complete list of the shareholders entitled to vote at the meeting
arranged in alphabetical order, showing the address of and the number of shares
registered in the name of each shareholder. Such list shall, for a period of ten
days prior to such meeting, be kept on file at the principal office of the
corporation and shall be subject to inspection by any shareholder making written
request therefor at any time during usual business hours. 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 shareholder during the whole time of the
meeting. The original stock transfer books shall be prima facie evidence as to
who are the shareholders entitled to examine such list or transfer books or to
vote at any meeting of shareholders.
Section 5. Special meetings of the shareholders, for any purpose
or purposes, unless otherwise prescribed by statute or by the articles of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of
directors, or at the request in writing of holders of not less than one-tenth of
the entire capital shares of the corporation issued and outstanding and entitled
to vote. Such request shall state the purpose or purposes of the proposed
meeting.
Section 6. Written notice of a special meeting of shareholders,
stating the time, place and object thereof, shall be given to each shareholder
entitled to vote thereat, not less than ten nor more than fifty days before the
date fixed for the meeting.
Section 7. Business transacted at any special meeting of
shareholders shall be limited to the purposes stated in the notice.
Section 8. The holders of the majority of the shares issued and
outstanding an * d entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the shareholders for the
transaction of business except as otherwise provided by statute or by the
articles of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the shareholders, the shareholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.
Section 9. When a quorum is present at any meeting, the vote of
the holders of a majority of the shares having voting power, present in person
or represented by proxy, shall decide. Any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the articles of incorporation a different vote is required, in which case such
express provision shall govern and control the decision of such question.
Section 10. Each shareholder shall at every meeting of the
shareholders be entitled to one vote in person or by proxy of each share of the
capital shares having power held by such, shareholder, but no proxy shall be
voted on after eleven months from its date, unless the proxy provides for a
longer period.
Section 11. Whenever the vote of shareholders at a meeting
thereof is required or permitted to be taken in connection with any corporate
action by any provisions of the statutes or of the articles of incorporation,
such action may be taken without a meeting, if all the shareholders who would
have been entitled to vote upon the action if such meeting were held, shall
consent in writing to such corporate action being taken.
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ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the
whole board shall not be less than one nor more than eleven. Within the limits
above specified, the number of directors shall be determined by resolution of
the board of directors or by the shareholders at the annual meeting. The
directors shall be elected at the annual meeting of the shareholders, except as
provided in Section 2 of this Article, and each director elected shall hold
office until his successor is elected and qualified. Directors need not be
shareholders.
Section 2. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the directors then in office, though less than a quorum, and the
directors so chosen shall hold office until the next annual election and until
their successors are duly elected and shall qualify, unless sooner displaced.
Section 3. The business of the corporation shall be managed by
its board of directors which may exercise all such powers of the corporation and
do all such lawful acts and things as are not by statute or by the articles of
incorporation or by these by-laws directed or required to be exercised or done
by the shareholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Alabama.
Section 5. The first meeting of each newly elected board of
directors shall be hold at such time and place as shall be fixed by the vote of
the shareholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
shareholders to fix the time and place of such first meeting of the newly
elected board of directors, or in the event such meeting is not held at the time
and place so fixed by the shareholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.
Section 6. Regular meetings of the board of directors may be
held without notice at such time and at such place as shall from time to time be
determined by the board.
Section 7. Special meetings of the board may be called by the
president on five days' notice to each director, either personally or by mail or
by telegram. Special meetings shall be called by the president or secretary in
like manner and on like notice on the written request of two directors.
Section 8. At all meetings of the-board, a majority of the
directors shall constitute a quorum for the transaction of business and the act
of a majority of the directors present at any
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meeting at which there is a quorum, shall be the act of the board of directors,
except as may be otherwise specifically provided by statute or by the articles
of incorporation. If a quorum shall not be present at any meeting of the board
of directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.
Section 9. Unless otherwise restricted by the articles of
incorporation or these by-laws, 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 written consent thereto is signed by all members of the
board or of such committee as the case may be, and such written consent is filed
with the minutes of proceedings of the board or committee.
COMMITTEES OF DIRECTORS
Section 10. The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees, such committee to
consist of two or more of the directors of the corporation, which, to the extent
provided in the resolution, 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 authorize the seal of the corporation to be affixed to all papers which
may require it. Such committee or committees shall have such name or-names as
may be determined from time to time by resolution adopted by the board of
directors.
Section 11. Each committee shall keep regular minutes of its
meetings and report the same to the board of directors when required.
COMPENSATION OF DIRECTORS
Section 12. The directors may be paid-their expenses, if any, of
attendance at each meeting of the board of directors and may be paid a fixed sum
for attendance at each meeting of the board of directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.
CHAIRMAN OF THE BOARD
Section 13. The board of directors at its first meeting shall
choose a Chairman from among the directors.
Section 14. The Chairman shall have such powers as the board of
directors may from time to time prescribe.
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ARTICLE IV
INDEMNIFICATION
Section 1. Under the circumstances prescribed in sections 3 and
5, the corporation shall indemnify and hold harmless any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed claim, action, suit or proceeding, whether formal or informal, and
whether civil, criminal, administrative or investigative, including appeals,
(other than an action by or in the right of the corporation) by reason of the
fact that the person 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 partner trustee, employee or agent of another foreign or
Domestic corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise against expenses (including attorneys, fees), judgments,
fines, penalties and amounts paid in settlement actually and reasonably incurred
by the person in connection with such claim, action, suit or proceeding if the
person acted in good faith and in a manner he or she 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 or her
conduct was unlawful. The termination Of any claim, 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 (a) the person
did not act in good faith, (b) the person did not act in a manner which he or
she reasonably believed to be in or not opposed to the best interests of the
corporation, and, (c) with respect to any criminal action or proceeding, that
the person had reasonable cause to believe that his or her conduct was unlawful.
Section 2. Under the circumstances prescribed in Sections 3 and
5, the corporation shall indemnify and hold harmless any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed claim, action, suit or proceeding by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that the
person 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,
partner, trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
the person in connection with the defense or settlement of such claim, action,
suit or proceeding if the person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation; 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 for negligence or misconduct in the performance of his or her duty to the
corporation, unless and only to the extent that 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 shall deem proper.
Section 3. 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 claim, action, suit or proceeding referred to in Sections I and
2, or in defense of any issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or
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her in connection therewith notwithstanding that he has not been successful on
any other issue or matter in any such claim, action, suit or proceeding.
Section 4. The corporation shall indemnify and hold harmless
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, partner, trustee, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the appearance of such
person as a witness in any claims, action, suit or proceeding, whether formal or
informal and whether civil, criminal, administrative or investigative, including
appeals, as a result of such person having occupied such office or position, or
undertaken such service when such person is not a party-to such action suit or
proceeding.
Section 5. Except as provided in Section 3 and except as may be
ordered by a court, any indemnification under Sections 1 and 2 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 such person has met the applicable standard of conduct
set forth in Sections 1 and 2. Such a determination shall be made (a) by the
Board of Directors by a majority vote of a quorum consisting of directors who
were not parties to, or who have been wholly successful on the merits or
otherwise with respect to, such claim, action, suit or proceeding, or (b) if
such a quorum is not obtainable, or, if obtainable, a quorum of disinterested
directors so directs, by the firm of independent legal counsel then employed by
the corporation, in a written opinion, or (c) by the affirmative vote of a
majority of the shares entitled to vote thereon.
Section 6. Expenses (including attorneys' fees) incurred in
defending a civil or criminal claim, action, suit or proceeding, as authorized
in the manner provided in Section 5 above, shall be paid by the corporation in
advance of the final disposition of such claim, action, suit or proceeding upon
receipt of an undertaking by or on behalf of the director, officer, employee or
agent-to repay such amount if it shall ultimately be determined that he or she
is not entitled to be indemnified by the corporation as authorized in this
Article IV.
Section 7. The indemnification and advancement of expenses
provided by or granted pursuant to this Article IV shall not be deemed exclusive
of any other rights, in respect of indemnification or otherwise, to which those
seeking indemnification or advancement of expenses may be entitled under any
statute, rule of law, provisions of articles of incorporation, by-law,
resolution, agreement or otherwise either specifically or in general terms, both
as to action by a director, officer, employee or agent in his or her official
capacity and as to action in another capacity while holding such office or
position, and shall 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.
Section 8. The corporation may 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, partner, trustee, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise against any liability asserted against such person arid
incurred by him or her in any such capacity, or
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arising out of his or her status as such, whether or not the corporation would
have the power to indemnify such person against such liability under the
provisions of this Article IV.
Section 9. For the purposes of this Article IV, the corporation
shall be deemed to have requested a director, officer, employee or agent of the
corporation to serve an employee benefit plan whenever the performance by such
person of his or her duties to the corporation also imposes duties on, or
otherwise involves services by, such person to the plan or to participants in or
beneficiaries of the plan; excise taxes assessed on such person with respect to
an employee benefit plan pursuant to applicable law shall be deemed "fines"; and
action taken or omitted by such person with respect to an employee benefit plan
in the performance of his or her duties for a purpose reasonably believed by him
or her to be in the interest of the participants and beneficiaries of the plan
shall be deemed to be for a purpose which is not opposed to the best interests
of the corporation. Any indemnification under this Article IV with regard to any
employee benefit plan shall apply notwithstanding any provisions of any employee
benefit plan. The corporation shall include any domestic or foreign predecessor
entity of the corporation in a merger or other transaction in which the
predecessor's existence ceased upon consummation of the transaction.
Section 10. If for any reason, any provision of this Article IV
is held invalid, in whole or in part, such invalidity shall not effect any other
provision or part of this Article IV not held so invalid, and each such other
provision or part shall to the full extent consistent with law continue in full
force and effect.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by
the board of directors and shall be a president, a secretary and a treasurer.
The board of directors may also choose vice presidents, and one or more
assistant secretaries and assistant treasurers. Any number of offices may be
held by the same person.
Section 2. The board of directors at its first meeting after
each annual meeting of shareholders shall choose a president, a secretary and a
treasurer, none of whom need to be a member of the board.
Section 3. The board of directors may appoint such other
officers and agents as it shall deem necessary who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the board.
Section 4. The salaries of all officers and agents of the
corporation shall be fixed by the board-of directors.
Section 5. The officers of the corporation shall hold office
until their successors are chosen and qualify. Any officer elected or appointed
by the board of directors may be removed at
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any time by the affirmative vote of a majority of the board of directors. Any
vacancy occurring in any office of the corporation shall be filled by the board
of directors.
THE PRESIDENT
Section 6. The President shall be the chief executive officer of
the corporation, shall preside at all meetings of the shareholders and, when
prescribed by the board, at meetings of the board of directors, shall have
general and active management of the business of the corporation and shall see
that all orders and resolutions of the board of directors are carried into
effect.
Section 7. He shall execute bonds, mortgages and other contracts
requiring a seal under the seal of the corporation except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.
THE VICE-PRESIDENTS
Section 8. The vice-presidents, if any, in order determined by
the board of directors, shall, in the absence or disability of the president,
perform the duties and exercise the powers of the president and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 9. The secretary shall attend all meetings of the board
of directors and all meetings of the shareholders and record all the proceedings
of the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the shareholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall keep in safe custody
the seal of the corporation and, when authorized by the board of directors,
affix the same to any instrument requiring it and, when so affixed, it shall be
attested by the secretary's signature or by the signature of an assistant
secretary.
Section 10. The assistant secretary, or if there be more than
one, the assistant secretaries in the order determined by the board of
directors, shall, in the absence or disability of the secretary, perform the
duties and exercise the powers of the secretary and shall perform such other
duties and have such other powers as the board of directors may from time to
time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer shall have the custody of the corporate
funds and securities and 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.
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Section 12. He shall disburse the funds of the corporation as may
be ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.
Section 13. If required by the board of directors, he shall give
the corporation a bond (which shall be renewed every six years) in such sum and
with such surety or sureties as shall be satisfactory to the board of directors
for the faithful performance of the duties of his office and for the restoration
of the corporation, in case of his death, resignation, retirement or removal
from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
corporation.
Section 14. The assistant treasurer, or if there shall be more
than one, the assistant treasurers in' the order determined by the board of
directors, shall, in the absence or disability of the treasurer, perform the
duties and exercise the powers of the treasurer and shall perform such other
duties and have such other powers as the board of directors may from time to
time prescribe.
ARTICLE VI
CERTIFICATES OF SHARES
Section 1. The shares of the corporation shall be represented by
certificates signed by the chairman of the board, president, an executive
vice-president, vice-president or the treasurer and by the secretary, an
assistance vice president, an assistant secretary or an assistant treasurer, and
may be sealed with the seal of the corporation or a facsimile thereof.
Section 2. The signature of any one of the officers upon a
certificate may be a facsimile if the certificate is signed by another of such
officers, and the signatures of both officers may be facsimiles if the
certificate is countersigned by a transfer agent, or registered by a registrar,
other than the corporation itself or an employee of the corporation. In case any
officer who has signed or whose facsimile signature has been placed upon such
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 its issue.
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate
or certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate of shares to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the board of directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or to give the
corporation a bond in such sum as it may direct an indemnity against any claim
that may be brought against the corporation with respect to the certificate
alleged to have been lost or destroyed.
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TRANSFERS OF STOCK
Section 4. Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty "of the corporation to issue a now certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
CLOSING THE TRANSFER BOOKS
Section 5. For the purpose of determining shareholders entitled
to notice of or to vote at any meeting of shareholders or any adjournment
thereof, or entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other proper purpose, the board of
directors of a corporation may provide that the stock transfer books shall be
closed for a stated period but not to exceed, in any case, 50 days. If the stock
transfer books shall be closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, such books shall
be closed for at least 10 days immediately preceding such meeting. In lieu of
closing the stock transfer books, the board of directors may fix in advance a
date as the record date for any such determination of shareholders, such date in
any case to be not more than 50 days and, in case of a meeting of shareholders,
not less than 10 days prior to the date on which the particular action,
requiring such determination of shareholders, is to be taken. If the stock
transfer books are not closed and no record date is fixed for the determination
of shareholders entitled to notice of or to vote at a meeting of shareholders,
or shareholders entitled to receive payment of a dividend, the date on which
notice of the meeting is mailed or the date on which the resolution of the board
of directors declaring such dividend is adopted, as the case may be, shall be
the record date for such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made an
provided in this Section 5, such determination shall apply to any adjournment
thereof except where the determination has be n m de through the closing of the
stock transfer books and the stated period of closing has expired.
REGISTERED SHAREHOLDERS
Section 6. The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessment a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Alabama.
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ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporation,
subject to the provisions of the articles of incorporation, if any, may be
declared by the board of directors at any regular or special meeting, pursuant
to and as permitted by law. Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the articles of
incorporation.
ANNUAL STATEMENT
Section 2. The board of directors shall present at each annual
meeting, and at any special meeting of the shareholders when called for by vote
of the shareholders, a full and clear statement of the business and condition of
the corporation.
CHECKS
Section 3. All checks or demands for money-and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.
FISCAL YEAR
Section 4. The fiscal year of the corporation shall be fixed by
resolution of the board of directors,
SEAL
Section 5. The corporate seal shall have inscribed thereon the
name of the corporation, the year of its organization and the words "Corporate
Seal, Alabama". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
ARTICLE VIII
AMENDMENTS
Section 1. The by-laws may be altered or repealed by action of
either the shareholders or the board of directors; provided, however, that the
board of directors may not alter or repeal any by-law establishing the number of
shares required to be represented to constitute a quorum at a shareholders'
meeting.
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