EXHIBIT 3.2.21
BY-LAWS
OF
HADCO CORPORATION
a Massachusetts corporation
Effective June 23, 2000 pursuant to the Agreement and Plan of Merger among
Sanmina-SCI Corporation, SANM Acquisition Subsidiary, Inc. and Hadco Corporation
TABLE OF CONTENTS
PAGE
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ARTICLE 1 Articles of Organization................................... 1
ARTICLE 2 Fiscal Year................................................ 1
ARTICLE 3 Meetings of Stockholders................................... 1
Section 3.1 Annual Meeting.................................. 1
Section 3.2 Special Meetings................................ 2
Section 3.3 Place of Meetings............................... 2
Section 3.4 Notice of Meetings.............................. 3
Section 3.5 Quorum.......................................... 3
Section 3.6 Action without Meeting.......................... 4
Section 3.7 Proxies and Voting.............................. 4
ARTICLE 4 Directors.................................................. 5
Section 4.1 Enumeration, Election and Term of Office........ 5
Section 4.2 Powers.......................................... 6
Section 4.3 Meetings of Directors........................... 6
Section 4.4 Quorum of Directors............................. 7
Section 4.5 Consent in Lieu of Meeting and Participation
in Meetings by Communications Equipment......... 7
Section 4.6 Committees...................................... 8
ARTICLE 5 Officers................................................... 8
Section 5.1 Enumeration, Election and Term of Office........ 8
Section 5.2 President and Chairman of the Board............. 9
Section 5.3 Treasurer and Assistant Treasurer............... 9
Section 5.4 Clerk and Assistant Clerk....................... 10
Section 5.5 Secretary of the Board and Assistant Secretary.. 10
Section 5.6 Temporary Clerk and Temporary Secretary......... 11
Section 5.7 Other Powers and Duties......................... 11
ARTICLE 6 Resignations, Removals and Vacancies...................... 11
Section 6.1 Resignations.................................... 11
Section 6.2 Removals........................................ 11
Section 6.3 Vacancies....................................... 12
ARTICLE 7 Provisions Relative to Directors, Officers Stockholders and
Employees......................................................... 13
Section 7.1 Certain Contracts and Transactions.............. 13
Section 7.2 Indemnification................................. 14
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TABLE OF CONTENTS
(CONT'D)
PAGE
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ARTICLE 8 Stock...................................................... 15
Section 8.1 Stock Authorized................................ 15
Section 8.2 Issue of Authorized Unissued Capital Stock...... 15
Section 8.3 Certificates of Stock........................... 16
Section 8.4 Replacement Certificate......................... 17
Section 8.5 Transfers....................................... 17
Section 8.6 Record Date..................................... 18
ARTICLE 9 Miscellaneous Provisions................................... 18
Section 9.1 Execution of Papers............................. 18
Section 9.2 Voting of Securities............................ 19
Section 9.3 Corporate Seal.................................. 19
Section 9.4 Corporate Records............................... 19
ARTICLE 10 Amendments................................................ 19
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BY-LAWS OF
HADCO CORPORATION
(Effective June 23, 2000 pursuant to the Agreement and Plan of Merger among
Sanmina-SCI Corporation, SANM Acquisition Subsidiary, Inc. and
Hadco Corporation)
ARTICLE 1
Articles of Organization
The name and purposes of the Corporation shall be as set forth in the
Articles of Organization. These By-Laws, the powers of the Corporation and its
Directors and stockholders, and all matters concerning the conduct and
regulation of the business of the Corporation, shall be subject to such
provisions in regard thereto, if any, as are set forth in the Articles of
Organization. All references in these By-Laws to the Articles of Organization
shall be construed to mean the Articles of Organization of the Corporation as
from time to time amended or restated.
ARTICLE 2
Fiscal Year
Except as from time to time otherwise determined by the Directors, the
fiscal year of the Corporation shall be the twelve months ending on December 31.
ARTICLE 3
Meetings of Stockholders
Section 3.1 Annual Meeting
The Annual Meeting of the Stockholders shall be held at 10:00 o'clock
A.M. on the second Tuesday of April in each year, if not a legal holiday, and,
if a legal holiday, then on the next secular day following, or at such other
date and time within six months after the end of the Corporation's
fiscal year as shall be designated from time to time by the Board of Directors,
the Chairman of the Board or the President and stated in the notice of the
meeting. Purposes for which an Annual Meeting is to be held, additional to those
prescribed by law and these By-Laws, may be specified by the President or by the
Directors.
If such Annual Meeting has not been held as herein provided, a Special
Meeting of the Stockholders in Lieu of the Annual Meeting may be held, and any
business transacted or elections held at such Special Meeting shall have the
same effect as if transacted or held at the Annual Meeting, and in such case all
references to these By-Laws, except in this Section 3.1, to the Annual Meeting
of the Stockholders shall be deemed to refer to such Special Meeting. Any such
Special Meeting shall be called, and the purposes thereof shall be specified in
the Call, as provided in Section 3.2 of this Article 3.
Section 3.2 Special Meetings
A Special Meeting of the Stockholders may be called at any time by the
President, or by a majority of the Directors acting by vote or by written
instrument or instruments signed by them. A Special Meeting of Stockholders
shall be called by the Clerk, or in the 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 stock
entitled to vote at the meeting. Such Call shall state the time, place, and
purposes of the meeting.
Section 3.3 Place of Meetings
All meetings of the stockholders shall be held at the principal office
of the Corporation in Massachusetts, unless a different place within
Massachusetts or, if permitted by the Articles of Organization, elsewhere within
the United States is designated by the Chairman of the Board of
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Directors, the President, or by a majority of the Directors acting by vote or by
written instrument or instruments signed by them. Any adjourned session of any
meeting of the stockholders shall be held at such place within Massachusetts or,
if permitted by the Articles of Organization, elsewhere within the United States
as is designated in the vote of adjournment.
Section 3.4 Notice of Meetings
A written Notice of the place, date and hour of all meetings of
stockholders stating the purposes of the meeting shall be given at least seven
(7) days before the meeting to each stockholder entitled to vote thereat, by
leaving such Notice with him or at his residence or usual place of business, or
by mailing, postage prepaid, and addressed to such stockholder at his address as
it appears in the records of the Corporation. Such Notice shall be given by the
Clerk, or in the case of the death, absence, incapacity or refusal of the Clerk,
by any other officer or by a person designated either by the Clerk, by the
person or persons calling the meeting or by the Board of Directors. Whenever
Notice of a meeting is required to be given a stockholder under any provision of
law, of the Articles of Organization, or of 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 3.5 Quorum
At any meeting of the stockholders, a quorum for the election of any
Director or for the consideration of any question shall consist of a majority in
interest of all stock issued, outstanding and entitled to vote at such election
or upon such question, respectively, except that if two or more classes of stock
are entitled to vote as separate classes for the election of any Director or
upon any question, then in the case of each such class a question for the
election of any Director or for the
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consideration of such question shall consist of a majority in interest of all
stock of that class issued, outstanding and entitled to vote thereon. Stock
owned by the Corporation, if any, except stock held directly or indirectly by it
in a fiduciary capacity, shall be disregarded in determining any quorum. Whether
or not a quorum is present, any meeting may be adjourned from time to time by a
majority of the votes properly cast upon the question, and the meeting may be
held as adjourned without further notice.
When a quorum for an election is present at any meeting, a plurality of
the votes properly cast for any office shall elect such office. When a quorum
for the consideration of a question is present at any meeting, a majority of the
votes properly cast upon the question shall decide the question; except that if
two or more classes of stock are entitled to vote as separate classes upon such
question, then in the case of each such class a majority of the votes of such
class properly cast upon the question shall decide the vote of that class upon
the question; and except in any case where a larger vote is required by law or
by the Articles of Organization.
Section 3.6 Action without Meeting
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.
Section 3.7 Proxies and Voting
Except as may otherwise be provided in the Articles of Organization,
stockholders entitled to vote shall have one vote for each share of stock
entitled to vote owned by them. Stockholders entitled to vote may vote in person
or by proxy. Except as otherwise provided by law, no proxy
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dated more than six (6) months before the meeting named therein shall be valid
and no proxy shall be valid after the final adjournment of such meeting. A proxy
with respect to stock held in the name of two or more persons shall be valid if
executed by any one of them unless at or prior to the exercise of the proxy the
Corporation receives specific written notice to the contrary from any one of
them. A proxy purporting to be executed by or on behalf of a stockholder shall
be deemed valid unless challenged at or prior to its exercise and the burden of
proving invalidity shall rest on the challenger. Proxies shall be filed with the
Clerk, or person performing the duties of clerk, at the meeting, or any
adjournment thereof, before being voted.
The Corporation shall not, directly or indirectly, vote upon any share
of its own stock; but nothing herein shall be construed as limiting the right of
the Corporation to vote shares of stock held directly or indirectly by it in a
fiduciary capacity.
ARTICLE 4
Directors
Section 4.1 Enumeration, Election and Term of Office
There shall be a Board of Directors of the Corporation, the number to
be determined by the stockholders. The Board of Directors shall consist of not
less than three (3) Directors, except that whenever there shall be only two (2)
stockholders the number of Directors shall be not less than two (2), and
whenever there shall be only one (1) stockholder the number of Directors shall
be not less than one (1). The Board of Directors may be enlarged by the
stockholders at any meeting or by vote of a majority of the Directors then in
office. The Directors shall be chosen at the Annual Meeting of the Stockholders
by such stockholders as have the right to vote thereon, and each shall hold
office until the next annual election of Directors and until his successor is
chosen and qualified
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or until he sooner dies, resigns, is removed or becomes disqualified. Any
election of Directors by stockholders shall be by ballot if so requested by any
stockholder entitled to vote thereon. No Director need be a stockholder.
Section 4.2 Powers
The business of the Corporation shall be managed by the Board of
Directors, which shall exercise all the powers of the Corporation except as
otherwise required by law, by the Articles of Organization or by these By-Laws.
In the event of one or more vacancies in the Board of Directors, the remaining
Directors, if at least two (2) Directors still remain in office, may exercise
the powers of the full Board until such vacancy or vacancies are filled.
Section 4.3 Meetings of Directors
Regular meetings of the Directors may be held without notice at such
places and at such times as may be fixed from time to time by the Directors. A
regular meeting of the Directors may be held without notice immediately
following the Annual Meeting of Stockholders or any Special Meeting held in lieu
thereof.
Special Meetings of Directors may be called by the Chairman of the
Board, the President, the Treasurer or any two (2) or more Directors, or if
there shall be less than three (3) Directors by any one (1) Director, and shall
be held at such time and place as specified in the Call. Reasonable notice of
each special meeting of the Directors shall be given to each Director. Such
notice may be given by the Secretary or Assistant Secretary of the Board, the
Clerk or any Assistant Clerk or by the officer or one of the Directors calling
the meeting. Notice to a Director shall in any case be sufficient if sent by
telegram at least forty-eight (48) hours or by mail at least ninety-six (96)
hours before the meeting addressed to him at his usual or last known business or
residence address, or if
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given to him at least forty-eight (48) hours before the meeting in person or by
telephone or by handing him a written Notice. 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. A Notice or Waiver of Notice need not specify the
purposes of the meeting.
Section 4.4 Quorum of Directors
At any meeting of the Directors, a quorum for any election or for the
consideration of any question shall consist of a majority of the Directors then
in office. Whether or not a quorum is present any meeting may be adjourned from
time to time by a majority of the votes properly cast upon the question, and the
meeting may be held as adjourned without further Notice. When a quorum is
present at any meeting, the votes of a majority of the Directors present shall
be requisite and sufficient for election to any office and shall decide any
question brought before such meeting, except in any case where a larger vote is
required by law, by the Articles of Organization or by these By-Laws.
Section 4.5 Consent in Lieu of Meeting and Participation in Meetings
by Communications Equipment
Any action required or permitted to be taken at any meeting of the
Board of 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 the Directors. Such Consents shall be treated for all purposes
as a vote of the Directors at a meeting.
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Members of the Board of Directors or any Committee designated thereby
may participate in a meeting of such Board 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 a meeting.
Section 4.6 Committees
By vote of a majority of the Directors then in office, the Directors
may elect from their own number an Executive Committee or other Committees and
may by like vote delegate to any such Committee some or all of their powers
except those which by law may not be delegated.
ARTICLE 5
Officers
Section 5.1 Enumeration, Election and Term of Office
The officers of the Corporation shall include a President, a Treasurer
and a Clerk, who shall be chosen by the Directors at their first meeting
following the Annual Meeting of the Stockholders. Each of them shall hold his
office until the next annual election to the office which he holds and until his
successor is chosen and qualified or until he sooner dies, resigns, is removed
or becomes disqualified.
The Directors may choose one of their number to be Chairman of the
Board and determine his powers, duties and term of office. The Directors may at
any time appoint such other officers, including one or more Vice Presidents,
Assistant Treasurers, Assistant Clerks, Secretary of the Board and an Assistant
Secretary of the Board as they deem wise, and may determine their respective
powers, duties and terms of office.
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No officer need be a stockholder or a Director except that the Chairman
of the Board shall be a Director. The same person may hold more than one office.
Section 5.2 President and Chairman of the Board
The President shall be the Chief Executive Officer of the Corporation
and, subject to the control and direction of the Directors, shall have general
supervision and control of the business of the Corporation. He shall preside at
all meetings of the stockholders at which he is present, and, if he is a
Director, at all meetings of the Directors if there shall be no Chairman of the
Board or in the absence of the Chairman of the Board.
If there shall be a Chairman of the Board, he shall make his counsel
available to the other officers of the Corporation, and shall have such other
duties and powers as may from time to time be conferred on him by the Directors.
He shall preside at all meetings of the Directors at which he is present, and,
in the absence of the President, at all meetings of stockholders.
Section 5.3 Treasurer and Assistant Treasurer
The Treasurer shall have the custody of the funds and valuable books
and papers of the Corporation, except such as are directed by these By-Laws to
be kept by the Clerk or by the Secretary of the Board. He shall perform all
other duties usually incident to his office, and shall be at all times subject
to the control and direction of the Directors. If required by the Directors, he
shall give bond in such form and amount and with such sureties as shall be
determined by the Directors.
If the Treasurer is absent or unavailable, any Assistant Treasurer
shall have the duties and powers of Treasurer and shall have such further duties
and powers as the Directors shall from time to time determine.
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Section 5.4 Clerk and Assistant Clerk
If the Corporation shall not have a resident agent appointed pursuant
to law, the Clerk shall be a resident of the Commonwealth of Massachusetts. The
Clerk shall record all proceedings of the stockholders in a book to be kept
therefor. In case a Secretary of the Board is not elected, the Clerk shall also
record all proceedings of the Directors in a book to be kept therefor.
If the Corporation shall not have a transfer agent, the Clerk shall
also keep or cause to be kept the stock and transfer records of the Corporation,
which shall contain the names of all stockholders and the record address and the
amount of stock held by each.
If the Clerk is absent or unavailable, any Assistant Clerk shall have
the duties and powers of the Clerk and shall have such further duties and powers
as the Directors shall from time to time determine.
Section 5.5 Secretary of the Board and Assistant Secretary
If a Secretary of the Board is elected, he shall record all proceedings
of the Directors in a book to be kept therefor.
If the Secretary of the Board is absent or unavailable, any Assistant
Secretary shall have the duties and powers of the Secretary and shall have such
further duties and powers as the Directors shall from time to time determine.
If no Secretary or Assistant Secretary has been elected, or if, having
been elected, no Secretary or Assistant Secretary is present at a meeting of the
Directors, the Clerk or an Assistant Clerk shall record the proceedings of the
Directors.
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Section 5.6 Temporary Clerk and Temporary Secretary
If no Clerk or Assistant Clerk shall be present at any meeting of the
stockholders, or if no Secretary, Assistant Secretary, Clerk or Assistant Clerk
shall be present at any meeting of the Directors, the person presiding at the
meeting shall designate a Temporary Clerk or Secretary to perform the duties of
Clerk or Secretary.
Section 5.7 Other Powers and Duties
Each officer shall, subject to these By-Laws and to the control and
direction of the Directors, have in addition to the duties and powers
specifically set forth in these By-Laws, such duties and powers as are
customarily incident to his office and such additional duties and powers as the
Directors may from time to time determine.
ARTICLE 6
Resignations, Removals and Vacancies
Section 6.1 Resignations
Any Director or officer may resign at any time by delivering his
resignation in writing to the President or the Clerk or to a meeting of the
Directors. Such resignations shall take effect at such time as is specified
therein, or if no such time is so specified, then upon delivery thereof to the
President or the Clerk or to a meeting of the Directors.
Section 6.2 Removals
Directors, including Directors elected by the Directors to fill
vacancies in the Board, may be removed with or without assignment of cause by
vote of the holders of a majority of the shares entitled to vote in the election
of Directors, provided that the Directors of a class elected by a
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particular class of stockholders may be removed only by the vote of the holders
of a majority of the shares of the particular class of stockholders entitled to
vote for the election of such Directors.
The Directors may terminate or modify the authority of any agent or
employee. The Directors may remove any officer from office with or without
assignment of cause by vote of a majority of the Directors then in office.
The Directors may by vote of a majority of the Directors then in office
remove any Director for cause.
If cause is assigned for removal of any Director or officer, such
Director or officer may be removed only after a reasonable notice and
opportunity to be heard before the body proposing to remove him.
No Director or officer who resigns or is removed shall have any right
to any compensation as such Director or officer for any period following his
resignation or removal, or any right to damages on account of such removal
whether his compensation be by the month or by the year or otherwise; provided,
however, that the foregoing provision shall not prevent such Director or officer
from obtaining damages for breach of any contract of employment legally binding
upon the Corporation.
Section 6.3 Vacancies
Any vacancy in the Board of Directors, including a vacancy resulting
from an enlargement of the Board, may be filled by vote of a majority of the
Directors then in office or, in the absence of such election by the Directors,
by the stockholders at a meeting called for the purpose; provided, however, that
any vacancy created by the stockholders may be filled by the stockholders at the
same meeting at which such action was taken by them.
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If the office of any officer becomes vacant, the Directors may choose
or appoint a successor by vote of a majority of the Directors present at the
meeting at which such choice or appointment is made.
Each such successor shall hold office for the unexpired term of his
predecessor and until his successor shall be chosen or appointed and qualified,
or until he sooner dies, resigns, is removed or becomes disqualified.
ARTICLE 7
Provisions Relative to Directors, Officers, Stockholders and Employees
Section 7.1 Certain Contracts and Transactions
In the absence of fraud or bad faith, no contract or transaction by
this corporation shall be void, voidable or in any way affected by reason of the
fact that the contract or transaction is (a) with one or more of its officers,
Directors, stockholders or employees, (b) with a person who is in any way
interested in this corporation or (c) with a corporation, organization or other
concern in which an officer, Director, stockholder or employee of this
corporation is an officer, director, stockholder, employee or in any way
interested. The provisions of this section shall apply notwithstanding the fact
that the presence of a Director or stockholder, with whom a contract or
transaction is made or entered into or who is an officer, director, stockholder
or employee of a corporation, organization or other concern with which a
contract or transaction is made or entered into or who is in any way interested
in such contract or transaction, was necessary to constitute a quorum at the
meeting of the Directors (or any authorized committee thereof) or stockholders
at which such contract or transaction was authorized and/or that the vote of
such Director or stockholder was necessary for the adoption of such contract or
transaction, provided that if said interest was material, it shall have been
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known or disclosed to the Directors or stockholders voting at said meeting on
said contract or transaction. A general notice to any person voting on said
contract or transaction that an officer, Director, stockholder or employee has a
material interest in any corporation, organization or other concern shall be
sufficient disclosure as to such officer, Director, stockholder or employee with
respect to all contracts and transactions with such corporation, organization or
other concern shall be sufficient disclosure as to such officer, Director,
stockholder or employee with respect to all contracts and transactions with such
corporation, organization or other concern. This section shall be subject to
amendment or repeal only by action of the stockholders.
Section 7.2 Indemnification
Each Director, officer, employee and other agent of the corporation,
and any person who, at the request of the corporation, serves as a director,
officer, employee or other agent of another organization in which the
corporation directly or indirectly owns shares or of which it is a creditor
shall be indemnified by the corporation against any cost, expense (including
attorneys, fees), judgment, liability and/or amount paid in settlement
reasonably incurred by or imposed upon him in connection with any action, suit
or proceeding (including any proceeding before any administrative or legislative
body or agency), to which he may be made a party or otherwise involved or with
which he shall be threatened, by reason of his being, or related to his status
as a director, officer, employee or other agent of the corporation or of any
other organization in which the corporation directly or indirectly owns shares
or of which the corporation is a creditor, which other organization he serves or
has served as director, officer, employee or other agent at the request of the
corporation (whether or not he continues to be an officer, Director, employee or
other agent of the corporation or such
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other organization at the time such action, suit or proceeding is brought or
threatened), unless such indemnification is prohibited by the Business
Corporation Law of the Commonwealth of Massachusetts. The foregoing right of
indemnification shall be in addition to any rights to which any such person may
otherwise be entitled and shall inure to the benefit of the executors or
administrators of each such person. The corporation may pay the expenses
incurred by any such person in defending a civil or criminal action, suit or
proceeding in advance of the final disposition of such action, suit, or
proceeding upon receipt of an undertaking by such person to repay such payment
if it is determined that such person is not entitled to indemnification
hereunder. This section shall be subject to amendment or repeal only by action
of the stockholders.
ARTICLE 8
Stock
Section 8.1 Stock Authorized
The total number of shares and the par value, if any, of each class of
stock which the Corporation is authorized to issue, and if more than one class
is authorized, the descriptions, preferences, voting powers, qualifications and
special and relative rights and privileges as to each class and any series
thereof, shall be as stated in the Articles of Organization.
Section 8.2 Issue of Authorized Unissued Capital Stock
Any unissued capital stock from time to time authorized under the
Articles of Organization and Amendments thereto may be issued, and any shares of
capital stock restored to the status of authorized but unissued stock may be
reissued, by vote of the Directors. No stock shall be issued unless the cash, so
far as due, or the property, services or expenses for which it was authorized to
be
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issued, has been actually received or incurred by, or conveyed or rendered
to, the Corporation, or is in its possession as surplus.
Section 8.3 Certificates of Stock
Each stockholder shall be entitled to a certificate in such form as may
be prescribed from time to time by the Directors or stockholders, stating the
number and the class and the designation of the series, if any, of the shares
held by him. Such certificates shall be signed by the President or a Vice
President and by the Treasurer or an Assistant Treasurer. Such signatures may be
facsimiles if the certificate is signed by a transfer agent, or by a registrar,
other than a Director, officer or employee of the Corporation. In case any
officer who has signed or whose facsimile signature has been placed on 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 time of its issue.
Every certificate issued by the Corporation for shares of stock at a
time when such shares are subject to any restriction on transfer pursuant to the
Articles of Organization, the By-Laws or any agreement to which the Corporation
is a party shall have the restriction noted conspicuously on the certificate and
shall also set forth on the face or back of the certificate either the full text
of the restriction, or a statement of the existence of such restriction and a
statement that the Corporation will furnish a copy thereof to the holder of such
certificate upon written request and without charge. Every stock certificate
issued by the Corporation at a time when it is authorized to issue more than one
class or series of stock shall set forth upon the face or back of the
certificate either the full text of the preferences, voting powers,
qualifications and special and relative rights of the shares of each class and
series, if any, authorized to be issued, as set forth in the Articles of
Organization, or a
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statement of the existence of such preferences, powers, qualifications and
rights and a statement that the Corporation will furnish a copy thereof to the
holder of such certificate upon written request and without charge.
Section 8.4 Replacement Certificate
In case of the alleged loss or destruction or the mutilation of a
certificate of stock, a new certificate may be issued in place thereof, upon
such conditions as the Directors may determine.
Section 8.5 Transfers
Subject to the restrictions, if any, imposed by the Articles of
Organization, the By-Laws or any agreement to which the Corporation is a party,
shares of stock shall be transferred on the books of the Corporation only by the
surrender to the Corporation or its transfer agent of the certificate
representing such shares properly endorsed or accompanied by a written
assignment of such shares or by a written power of attorney to sell, assign or
transfer such shares, properly executed, with necessary transfer stamps affixed,
and with such proof that the endorsement, assignment or power of attorney is
genuine and effective as the Corporation or its transfer agent may reasonably
require. Except as may otherwise be required by law, 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 thereto, regardless of any transfer, pledge or other
disposition of such stock, until the shares have been transferred on the books
of the Corporation in accordance with the requirements of these By-Laws. It
shall be the duty of each stockholder to notify the Corporation of his post
office address.
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Section 8.6 Record Date
The Directors may fix in advance a time, which shall be not more than
sixty (60) 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 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 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 of
Directors acts with respect thereto.
ARTICLE 9
Miscellaneous Provisions
Section 9.1 Execution of Papers
All deeds, leases, transfers, contracts, bonds, notes, releases,
checks, drafts and other obligations authorized to be executed on behalf of the
Corporation shall be signed by the President or the Treasurer except as the
Directors may generally or in particular cases otherwise determine.
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Section 9.2 Voting of Securities
Except as the Directors may generally or in particular cases otherwise
determine, the President or the Treasurer may, on behalf of the Corporation (i)
waive Notice of any meeting of stockholders or shareholders of any other
corporation, or of any association, trust or firm, of which any securities are
held by this Corporation; (ii) appoint any person or persons to act as proxy or
attorney-in-fact for the Corporation, with or without substitution, at any such
meeting; and (iii) execute instruments of Consent to stockholder or shareholder
action taken without a meeting.
Section 9.3 Corporate Seal
The seal of the Corporation shall be a circular die with the name of
the Corporation, the word "Massachusetts" and the year of its incorporation cut
or engraved thereon, or shall be in such other form as the Board of Directors or
the stockholders may from time to time determine.
Section 9.4 Corporate Records
The original, or attested copies, of the Articles of Organization,
By-Laws, and the records of all meetings of incorporators and stockholders, and
the stock and transfer records, which shall contain the names of all
stockholders and the record address and the amount of stock held by each, shall
be kept in Massachusetts for inspection by the stockholders at the principal
office of the Corporation or at an office of the Clerk, or if the Corporation
shall have a transfer agent or a resident agent, at an office of either of them.
Said copies and records need not all be kept in the same office.
ARTICLE 10
Amendments
These By-Laws may at any time be amended or repealed by vote of the
Stockholders or, if permitted by the Articles of Organization, may be amended or
repealed by vote of a majority of the
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Directors then in office except that no amendment may be made by the directors
which alters provisions of these By-Laws with respect to the removal of
Directors, indemnification of Directors and officers or amendment of these
By-Laws. Notice of the substance of any proposed amendment or repeal shall be
stated in the Notice of any meeting of the stockholders called for the purpose
of proposing such amendment or repeal.
Not later than the time of giving Notice of the meeting of stockholders
next following the making, amending or repealing 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.
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