AMENDED AND RESTATED BYLAWS
OF
ORASURE TECHNOLOGIES, INC.
EFFECTIVE AS OF JUNE 14, 2001
ARTICLE I
NAME AND LOCATION
SECTION 1. NAME.
The name of the Corporation shall be the name set forth in the Certificate of
Incorporation.
SECTION 2. PRINCIPAL OFFICE.
The principal office of the Corporation is located at 8505 S.W. Creekside Place,
Beaverton, Oregon 97008.
SECTION 3. ADDITIONAL OFFICES.
Other offices for the transaction of business of the Corporation may be located
at such place or places as the Board of Directors may from time to time
determine.
ARTICLE II
CAPITAL STOCK
SECTION 1. STOCK CERTIFICATES.
All certificates of stock shall be signed by the Chairman of the Board of
Directors, the Chief Executive Officer, the President or a Vice President and
the Secretary or an Assistant Secretary, and sealed with the corporate seal.
SECTION 2. STOCK TRANSFERS.
Transfers of stock shall be made on the books of the Corporation upon the
surrender of the old certificate properly endorsed, and said old certificate
shall be canceled before a new certificate is issued.
SECTION 3. LOST OR DESTROYED STOCK CERTIFICATES.
A new certificate of stock may be issued in the place of any certificate
theretofore issued, alleged to have been lost or destroyed, and the Corporation
may, in its discretion, require the owner of the lost or destroyed certificate,
or its legal representative, to give a bond sufficient to indemnify the
Corporation against any claim that may be made against it on account of the
alleged loss of any certificate.
SECTION 4. PREEMPTIVE RIGHTS DENIED.
No holder of shares of any class of the Corporation, or holder of any securities
or obligations convertible into shares of any class of the Corporation, shall
have any preemptive right whatsoever to subscribe for, purchase or otherwise
acquire shares of the Corporation of any class, whether now or hereafter
authorized; provided, however, that nothing in this Section 4 shall prohibit the
Corporation from granting, contractually or otherwise, to any such holder, the
right to purchase additional securities of the Corporation.
ARTICLE III
STOCKHOLDERS' MEETINGS
SECTION 1. ANNUAL MEETING.
The annual meeting of the stockholders of the Corporation shall be held, either
within or without the State of Delaware, on such date and at such time as may
from time to time be determined by the Board of Directors. At such meeting the
stockholders shall elect directors in the manner provided in the Certificate of
Incorporation of the Corporation. The stockholders may transact such other
business at such annual meetings as may properly come before the meeting.
SECTION 2. SPECIAL MEETING.
A special meeting of the holders of any one or more classes of the capital stock
of the Corporation entitled to vote as a class or classes with respect to any
matter, as required by law or as provided by the Certificate of Incorporation,
may be called at any time and place, either within or without the state of
Delaware, only by the Chairman of the Board, the Chief Executive Officer, the
President or the Board of Directors.
SECTION 3. NOTICE.
Notice of the time and place of all annual meetings and of the time, place and
purpose of all special meetings shall be mailed by the Secretary to each
stockholder at his or her last known post office address as it appears on the
records of the Corporation at least ten (10) days before the date set for such
meeting.
SECTION 4. NOMINATION OF DIRECTORS.
Nomination of persons for election to the Board of Directors of the Corporation
at a meeting of the stockholders may be made by or at the direction of the Board
of Directors or may be made at a meeting of stockholders by any stockholder of
the Corporation entitled to vote for the election of Directors at the meeting in
compliance with the notice procedures set forth in this Section 4 of ARTICLE
III. Such nomination, other than those made by or at the direction of the Board,
shall be made pursuant to timely notice in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice shall be delivered to or
mailed and received at the principal executive offices of the Corporation not
less than fifty (50) days nor more than seventy-five (75) days prior to the
meeting; provided, however, that in the event that less than sixty-five (65)
days' notice or prior public disclosure of the date of the meeting is given or
made to stockholders, notice by
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the stockholder to be timely must be so received no later than the close of
business on the fifteenth (15th) day following the day on which such notice of
the date of the meeting was mailed or such public disclosure was made, whichever
first occurs. Such stockholder's notice to the Secretary shall set forth: (a) as
to each person whom the stockholder proposes to nominate for election or re-
election as a Director, (i) the name, age, business address and residence
address of the person, (ii) the principal occupation or employment of the
person, (iii) the class and number of shares of capital stock of the Corporation
which are beneficially owned by the person, and (iv) any other information
relating to the person that is required to be disclosed in solicitations for
proxies for election of Directors pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"); and (b) as to
the stockholder giving the notice; (i) the name and record address of the
stockholder; and (ii) the class and number of shares of capital stock of the
Corporation which are beneficially owned by the stockholder. The Corporation may
require any proposed nominee to furnish such other information as may reasonably
be required by the Corporation to determine the eligibility of such proposed
nominee to serve as a Director of the Corporation. No person shall be eligible
for election as a Director of the Corporation at a meeting of the stockholders
unless such person has been nominated in accordance with the procedures set
forth herein. If the facts warrant, the Chairman of the meeting shall determine
and declare to the meeting that a nomination does not satisfy the requirements
set forth in the preceding sentence and the defective nomination shall be
disregarded. Nothing in this Section 42 shall be construed to affect the
requirements for proxy statements of the Corporation under Regulation 14A of the
Exchange Act.
SECTION 5. PRESENTATION OF BUSINESS AT STOCKHOLDERS' MEETINGS.
At any meeting of the stockholders, only such business shall be conducted as
shall have been properly brought before the meeting. To be properly brought
before a meeting, business must be: (a) specified in the notice of meeting (or
any supplement thereto) given by or at the direction of the Board of Directors,
(b) otherwise properly brought before the meeting by or at the direction of the
Board of Directors, or (c) otherwise properly brought before the meeting by a
stockholder. For business to be properly brought before a meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a stockholder's notice shall be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than fifty (50) days nor more than seventy-five (75) days
prior to the meeting; provided, however, that in the event that less than sixty-
five (65) days' notice or prior public disclosure of the date of the meeting is
given or made to stockholders, notice by the stockholder to be timely must be so
received no later than the close of business on the fifteenth (15th) day
following the day on which such notice of the date of the meeting was mailed or
such public disclosure was made, whichever first occurs. Such stockholder's
notice to the Secretary shall set forth: (a) as to each matter the stockholder
proposes to bring before the meeting, a brief description of the business
desired to be brought before the meeting and the reasons for conducting such
business at the meeting, and (b) as to the stockholder giving the notice, (i)
the name and record address of the stockholder, (ii) the class and number of
shares of capital stock of the Corporation which are beneficially owned by the
stockholder and (iii) any material interest of the
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stockholder in such business. No business shall be conducted at a meeting of the
stockholders unless proposed in accordance with the procedures set forth herein.
The Chairman of the meeting shall, if the facts warrant, determine and declare
to the meeting that business was not properly brought before the meeting in
accordance with the foregoing procedure and such business shall not be
transacted. To the extent this Section 5 shall be deemed by the Board of
Directors or the Securities and Exchange Commission, or finally adjudged by a
court of competent jurisdiction, to be inconsistent with the right of
stockholders to request inclusion of a proposal in the Corporation's proxy
statement pursuant to Rule 14a-8 promulgated under the Exchange Act, such rule
shall prevail.
SECTION 6. PRESIDING OFFICIALS.
The Chairman of the Board of Directors, or in his or her absence or inability to
act, the Chief Executive Officer, or in his or her absence or inability to act,
the President, or in his or her absence or inability to act, any Vice President,
shall preside at all stockholders' meetings.
SECTION 7. VOTING.
Except as otherwise provided in the Certificate of Incorporation of the
Corporation, at each meeting of the stockholders, each stockholder shall be
entitled to cast one vote for each share of voting stock standing of record on
the books of the Corporation, in his or her name, and may cast such vote either
in person or by proxy. All proxies shall be in writing and filed with the
Secretary of the meeting.
SECTION 8. QUORUM; ADJOURNMENT.
At any meeting held for the purpose of electing directors, the presence in
person or by proxy of the holders of at least a majority of the then outstanding
voting shares of the Corporation shall be required and be sufficient to
constitute a quorum for the election of directors. At a meeting held for any
purpose other than the election of directors, shares representing a majority of
the votes entitled to be cast on such matter, present in person or represented
by proxy, shall constitute a quorum. In the absence of the required quorum at
any meeting of stockholders, a majority of such holders present in person or by
proxy shall have the power to adjourn the meeting, from time to time, without
notice (except as required by law) other than an announcement at the meeting,
until a quorum shall be present.
SECTION 9. ANNUAL STATEMENT OF BUSINESS.
At each of the annual stockholders' meetings, one of the executive officers of
the Corporation shall submit a statement of the business done during the
preceding year, together with a report of the general financial condition of the
Corporation.
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ARTICLE IV
DIRECTORS
SECTION 1. POWERS OF THE BOARD.
The business and property of the Corporation shall be managed by a Board
consisting of such number of Directors as is determined from time to time in
accordance with the provisions of the Certificate of Incorporation of the
Corporation. The Board of Directors may elect one of their number to act as
Chairman of the Board.
SECTION 2. QUALIFICATION.
Each Director upon his or her election shall qualify by filing his or her
written acceptance with the Secretary or an Assistant Secretary and by
fulfilling any prerequisite to qualification that may be set forth in the
Certificate of Incorporation of the Corporation.
SECTION 3. ANNUAL MEETINGS.
The annual meeting of the Board of Directors shall be held immediately after the
adjournment of each annual meeting of the stockholders and in the event a quorum
is not present, said meeting shall be held within ten (10) days after
adjournment upon proper notice by the Chairman of the Board of Directors, the
Chief Executive Officer, the President or a Vice President.
SECTION 4. SPECIAL MEETINGS.
Special meetings of the Board of Directors may be called at any time or place by
the Chairman of the Board, the Chief Executive Officer, or by the President, and
in the absence or inability of all of them to act, by any Vice President, and
may also be called by any two members of the Board of Directors. By unanimous
consent of the Directors, special meetings of the Board may be held without
notice, at any time and place.
SECTION 5. NOTICE; TELEPHONIC ATTENDANCE; UNANIMOUS CONSENT.
Notice of all regular and special meetings of the Board of Directors or the
Executive Committee or any committee established pursuant to this ARTICLE IV (an
"Other Committee") shall be sent to each Director or member of such committee,
as the case may be, by the Secretary or any Assistant Secretary, by a means
reasonably calculated to be received at least seven (7) days prior to the time
fixed for such meeting, or notice of special meetings of the Board of Directors
or the Executive Committee or any Other Committee may be given by telephone,
telegraph, telefax or telex to each Director or member of such committee, as the
case may be, at least twenty-four (24) hours prior to the time fixed for such
meeting, or on such shorter notice as the person or persons calling the meeting
may reasonably deem necessary or appropriate in the circumstances. To the extent
provided in the notice of the meeting or as otherwise determined by the Chairman
of the Board or the Board of Directors, Directors may participate in any regular
or special meeting by means of conference telephone, videoconference or similar
communications equipment which allows all persons participating in such meeting
to hear each other, and participation in such meeting by means of such a device
shall constitute presence in person at such meeting. Attendance of a director at
any meeting shall constitute a waiver of notice of such meeting except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened.
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If all the directors shall severally or collectively consent in writing to any
action to be taken by the directors, such consents shall have the same force and
effect as a unanimous vote of the directors at a meeting duly held. The
Secretary shall file such consents with the minutes of the meetings of the Board
of Directors.
SECTION 6. QUORUM; ADJOURNMENT.
Except as otherwise provided in the Certificate of Incorporation of the
Corporation, a quorum for the transaction of business at any meeting of the
directors shall consist of a majority of the members of the Board, but the
directors present, although less than a quorum, shall have the power to adjourn
the meeting from time to time or to some future date.
SECTION 7. ELECTION OF OFFICERS.
The directors shall elect the officers of the Corporation and fix their salaries
and other compensation. Such election shall be made at the Directors' meeting
following each annual stockholders' meeting.
SECTION 8. ADVISERS TO THE BOARD OF DIRECTORS.
The Board of Directors from time to time, as they may deem proper, shall have
authority to appoint a general manager, counsel or attorneys and other employees
for such length of time and upon such terms and conditions and at such salaries
and other compensation as they may deem necessary and/or advisable.
SECTION 9. COMPENSATION; REIMBURSEMENT OF EXPENSES.
The members of the Board of Directors shall receive compensation for their
services in such amount as may be reasonable and proper and consistent with the
time and service rendered. The members of the Board of Directors shall receive
the reasonable expenses necessarily incurred in the attendance of meetings and
in the transaction of business for the Corporation.
SECTION 10. INDEMNIFICATION; INSURANCE.
(a) Indemnification.
(1) Actions Other than Those by or in the Right of the
Corporation. To the extent permitted by Delaware law from time to time in effect
and subject to the provisions of paragraph (c) of this Section 10, the
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the Corporation) by reason of the fact that such
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,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts
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paid in settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the Corporation (or such other corporation or organization), and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe such person's conduct was unlawful. The termination of any action, suit
or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which such person reasonably
believed to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that such person's conduct was unlawful.
(2) Action by or in the Right of the Corporation. To the extent
permitted by Delaware law from time to time in effect and subject to the
provisions of paragraph (c) of this Section 10, the Corporation shall indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that such
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,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
Corporation (or such other corporation or organization) and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation (or
such other corporation or organization) 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 such court shall deem proper.
(3) Successful Defense of Action. Notwithstanding, and without
limitation of, any other provision of this Section 10, to the extent that a
director, officer, employee or agent of the Corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred to
in sub-paragraph (1) or (2) of this paragraph (a), or in defense of any claim,
issue or matter therein, such director, officer, employee or agent shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection therewith.
(4) Determination Required. Any indemnification under
sub-paragraph (1) or (2) of this paragraph (a) (unless ordered by a court) shall
be made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because such director, officer, employee or agent
has met the applicable standard of conduct set forth in said sub-paragraph. Such
determination shall be made: (i) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not
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parties to the particular action, suit or proceeding, or (ii) if such a quorum
is not obtainable, or, even if obtainable, a quorum of disinterested directors
so directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders.
(b) Insurance. The Corporation may, when authorized by the Board
of Directors, 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 such capacity, or arising out of such person's status as
such, whether or not the Corporation would have the power to indemnify him
against such liability under the provisions of this Section 10. The risks
insured under any insurance policies purchased and maintained on behalf of any
person as aforesaid or on behalf of the Corporation shall not be limited in any
way by the terms of this Section 10 and to the extent compatible with the
provisions of such policies, the risks insured shall extend to the fullest
extent permitted by law, common or statutory.
(c) Advancement of Expenses; Nonexclusivity; Duration. Expenses
(including attorneys' fees) incurred by an officer or director in defending any
civil, criminal, administrative or investigative action, suit or proceeding
shall be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of
such officer or director to repay such amount if it shall ultimately be
determined that such person is not entitled to be indemnified by the Corporation
as authorized in this Section 10. Such expenses (including attorneys' fees)
incurred by other employees and agents may be so paid by the Corporation upon
such terms and conditions, if any, as the Board of Directors deems appropriate.
The indemnifications, advancement of expenses and rights provided by, or granted
pursuant to, this Section 10 shall not be deemed exclusive of any other
indemnifications, advancement of expenses, rights or limitations of liability to
which any person seeking indemnification or advancement of expenses may be
entitled under any Bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise, either as to action in such person's official capacity
or as to action in another capacity while holding office, and they shall
continue although such person has ceased to be a director, officer, employee or
agent and shall inure to the benefit of such person's heirs, executors and
administrators. The authorization to purchase and maintain insurance set forth
in paragraph (b) shall likewise not be deemed exclusive.
SECTION 11. COMMITTEES.
(a) The Board of Directors may, by resolution or resolutions
adopted by a majority of the whole Board, designate two or more directors of the
Corporation to constitute one or more committees in addition to those committees
required by SECTIONS 12, 13 and 14 of this ARTICLE IV. Each such committee, to
the extent provided in such resolution or resolutions, shall have and may
exercise all of the authority of the Board in the management of the Corporation;
provided, however, that the designation of each such committee and the
delegation thereto of authority shall not
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operate to relieve the Board, or any member thereof, of any responsibility
imposed upon it or such member by law.
(b) Notwithstanding any other provision of these Bylaws, no
committee of the Board of Directors shall have the power or authority of the
Board with respect to (i) amending the Certificate of Incorporation, (ii)
approving or recommending to stockholders any type or form of "business
combination" (as defined in Section 203 of the General Corporation Law of
Delaware as in effect on January 1, 1996), (iii) approving or recommending to
the stockholders a dissolution of the Corporation or a revocation of a
dissolution, (iv) amending these Bylaws, (v) declaring a dividend or making any
other distribution to the stockholders, (vi) authorizing the issuance of stock
otherwise than pursuant to the grant or exercise of a stock option under
employee stock options of the Corporation or in connection with a public
offering of securities registered under the Securities Act of 1933, as amended,
or (vii) appointing any member of any committee of the Board.
(c) Each such committee shall keep regular minutes of its
proceedings, which minutes shall be recorded in the minute book of the
Corporation. The Secretary or an Assistant Secretary of the Corporation may act
as Secretary for each such committee if the committee so requests.
SECTION 12. EXECUTIVE COMMITTEE.
The Board of Directors may, at the annual or any regular or special meeting, by
resolutions adopted by a majority of the whole Board, designate two or more
directors to constitute an Executive Committee and appoint one of the directors
so delegated as the Chairman of the Executive Committee. The Executive Committee
between regular meetings of the Board of Directors shall manage the business and
property of the Corporation and shall have the same power and authority as the
Board of Directors; provided, however, the Executive Committee shall not act
(other than to make a recommendation) in those cases where it is provided by law
or by the Certificate of Incorporation of the Corporation that any vote or
action in order to bind the Corporation shall be taken by the Directors. Members
of the Executive Committee may participate in any meeting of the Executive
Committee by means of conference telephone or videoconference or similar
communications equipment which allows all persons participating in the meeting
to hear each other, and participation in a meeting by means of such a device
shall constitute presence in person at such meeting.
The Executive Committee shall keep a record of its proceedings and may hold
meetings upon one (1) day's written notice or upon waiver of notice signed by
the members either before or after said Executive Committee meeting. A majority
of the Executive Committee shall constitute a quorum for the transaction of
business at any meeting for which notice has been given to all members in
accordance with ARTICLE IV, Section 5 hereof or for which notice has been waived
by all members.
The Executive Committee or any Other Committee may act by unanimous written
consent as provided in ARTICLE IV, SECTION 5.
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SECTION 13. AUDIT COMMITTEE.
The Board of Directors at the annual or any regular or special meeting of the
directors shall, by resolution adopted by a majority of the whole Board,
designate two or more directors to constitute an Audit Committee and appoint one
of the directors so designated as the chairman of the Audit Committee.
Membership on the Audit Committee shall be restricted to those directors who are
independent of the management of the Corporation and are free from any
relationship that, in the opinion of the Board, would interfere with the
exercise of independent judgment as a member of the committee. Vacancies in the
committee may be filled by the Board at any meeting thereof. Each member of the
committee shall hold office until such committee member's successor has been
duly elected and qualified, or until such committee member's resignation or
removal from the Audit Committee by the Board, or until such committee member
otherwise ceases to be a director. Any member of the Audit Committee may be
removed from the committee by resolution adopted by a majority of the whole
Board. The compensation, if any, of members of the committee shall be
established by resolution of the Board.
The Audit Committee shall be responsible for: recommending to the Board the
appointment or discharge of independent auditors; reviewing with the management
and the independent auditors the terms of engagement of independent auditors,
including the fees, scope and timing of the audit and any other services
rendered by the independent auditors; reviewing with the independent auditors
and management the Corporation's policies and procedures with respect to
internal auditing, accounting and financial controls; reviewing with the
management the independent statements, audit results and reports and the
recommendations made by any of the auditors with respect to changes in
accounting procedures and internal controls; reviewing the results of studies of
the Corporation's system of internal accounting controls; and performing any
other duties or functions deemed appropriate by the Board. The Audit Committee
shall have the powers and rights necessary or desirable to fulfill these
responsibilities, including the power and right to consult with legal counsel
and to rely upon the opinion of legal counsel. The Audit Committee is authorized
to communicate directly with the Corporation's financial officers and employees,
internal auditors and independent auditors as it deems desirable and to have the
internal auditors or independent auditors perform any additional procedures as
it deems appropriate.
All actions of the Audit Committee shall be reported to the Board at the next
meeting of the Board. The minute books of the Audit Committee shall at all times
be open to the inspection of any director.
The Audit Committee shall meet at the call of its chairman or of any two members
of the Audit Committee (or if there shall be only one other member, then at the
call of that member). A majority of the Audit Committee shall constitute a
quorum for the transaction of business (or if there shall only be two members,
then both must be present), and the act of a majority of those present at any
meeting at which a quorum is present (or if there shall be only two members,
then they must act unanimously) shall constitute the act of the Audit Committee.
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SECTION 14. COMPENSATION COMMITTEE.
The Board of Directors at the annual or any regular or special meeting shall, by
resolution adopted by a majority of the whole Board, designate two or more
directors to constitute a Compensation Committee. Membership on the Compensation
Committee shall be restricted to disinterested persons which for this purpose
shall mean any director who, during the time such director is a member of the
Compensation Committee is not eligible, and has not at any time within one year
prior thereto been eligible, for selection to participate (other than in a
manner as to which the Compensation Committee has no discretion) in any of the
compensation plans administered by the Compensation Committee. Vacancies in the
committee may be filled by the Board at any meeting. Each member of the
committee shall hold office until such committee member's successor has been
duly elected and qualified, or until such committee member's resignation or
removal from the Compensation Committee by the Board, or until such committee
member otherwise ceases to be a director or a disinterested person. Any member
of the Compensation Committee may be removed by resolution adopted by a majority
of the whole Board. The compensation, if any, of the members of the Compensation
Committee shall be established by resolution of the Board.
The Compensation Committee shall, from time to time, recommend to the Board the
compensation and benefits of the executive officers of the Corporation. The
Compensation Committee shall have the power and authority vested in the Board by
any benefit plan of the Corporation. The Compensation Committee shall also make
recommendations to the Board with regard to the compensation of the Board and
its committees, with the exception of the Compensation Committee.
All actions of the Compensation Committee shall be reported to the Board at the
next meeting of the Board. The minute books of the Compensation Committee shall
at all times be open to the inspection of any director.
The Compensation Committee shall meet at the call of the chairman of the
Compensation Committee or of any two members of the Compensation Committee (or
if there shall be only one other member, then at the call of that member). A
majority of the Compensation Committee shall constitute a quorum for the
transaction of business (or if there shall be only two members, then both must
be present), and the act of a majority of those present at any meeting at which
a quorum is present (or if there shall be only two members, then they must act
unanimously) shall be the act of the Compensation Committee.
SECTION 15. ALTERNATE COMMITTEE MEMBERS.
The Board of Directors, by resolution adopted by a majority of the whole Board,
may designate one or more additional directors as alternate members of any
committee to replace any absent or disqualified member at any meeting of that
committee, and at any time may change the membership of any committee or amend
or rescind the resolution designating the committee. In the absence or
disqualification of a member or alternate member of a committee, the member or
members thereof present at any meeting and not
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disqualified from voting, whether or not the member or members constitute a
quorum, may unanimously appoint another director to act at the meeting in the
place of any such absent or disqualified member, provided that the director so
appointed meets any qualifications stated in these Bylaws or the resolution
designating the committee or any amendment thereto.
SECTION 16. COMMITTEE PROCEDURES.
Unless otherwise provided in these Bylaws or in the resolution designating any
committee, any committee may fix its rules or procedures, fix the time and place
of its meetings and specify what notice of meetings, if any, shall be given.
ARTICLE V
OFFICERS
SECTION 1. DESIGNATIONS.
The officers of this Corporation shall be a Chairman of the Board of Directors,
a Chief Executive Officer, a President, as many Vice Presidents as the Board of
Directors may from time to time deem advisable and one or more of which may be
designated Executive Vice President or Senior Vice President, a Secretary, a
Treasurer, and such Assistant Secretaries and Assistant Treasurers as the Board
of Directors may from time to time deem advisable, and such other officers as
the Board of Directors may from time to time deem advisable and designate. The
Chairman of the Board of Directors shall be a member of and be elected by the
Board of Directors. All other officers shall be elected by the Board of
Directors. All officers shall hold office until their respective successors are
elected and shall have qualified. Any two offices may be held by one person
except the office of President and Vice President.
SECTION 2. CHAIRMAN OF THE BOARD.
The Chairman of the Board of Directors shall preside at all meetings of the
Directors and stockholders at which he or she is present and shall have such
other duties, power and authority as may be prescribed by the Board of Directors
from time to time or elsewhere in these Bylaws.
SECTION 3. CHIEF EXECUTIVE OFFICER.
The Chief Executive Officer shall have such general executive powers and duties
as are usually vested in the office of the chief executive officer and shall
perform such other duties as are authorized by the Board of Directors. Unless
the Board of Directors otherwise provides, the Chief Executive Officer, or any
person designated in writing by the Chief Executive Officer, shall have full
power and authority on behalf of the Corporation to: (i) attend and to vote or
take action at any meeting of the holders of securities of corporations in which
the Corporation may hold securities, and at such meetings shall possess and may
exercise any and all rights and powers incident to being a holder of such
securities, and (ii) execute and deliver waivers of notice and proxies for
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and in the name of this Corporation with respect to securities of any such
corporation held by this Corporation.
SECTION 4. PRESIDENT.
The President shall have such general executive powers and duties of supervision
and management as are usually vested in such office and shall perform such other
duties as are authorized by the Board of Directors or the Chief Executive
Officer. The Chairman of the Board, the Chief Executive Officer, or the
President shall sign contracts, certificates and other instruments of the
Corporation as authorized by the Board of Directors.
SECTION 5. VICE PRESIDENTS.
A Vice President shall have the right and power to perform all duties and
exercise all authority of the President, in case of the absence of the President
or upon vacancy in the office of President or delegation by the Board of
Directors, until the Board of Directors otherwise provides, and shall have all
power and authority usually enjoyed by a person holding the office of Vice
President.
SECTION 6. SECRETARY AND ASSISTANT SECRETARIES.
The Secretary shall issue notices of all directors' and stockholders' meetings,
and shall attend and keep the minutes of the same; shall have charge of all
corporate books, records and papers; shall be custodian of the corporate seal;
shall attest with his or her signature, which may be a facsimile signature if
authorized by the Board of Directors, and impress with the corporate seal, all
stock certificates and written contracts of the Corporation; and shall perform
all other duties as are incident to his or her office. Any Assistant Secretary,
in the absence or inability of the Secretary, shall perform all duties of the
Secretary and such other duties as may be required.
SECTION 7. TREASURER AND ASSISTANT TREASURERS.
The Treasurer shall have custody of all money and securities of the Corporation
and shall give bond in such sum and with such sureties as the directors may
specify, conditioned upon the faithful performance of the duties of his or her
office. He or she shall keep regular books of account and shall submit them,
together with all of his or her records and other papers, to the directors for
their examination and approval annually; and quarterly or as and when directed
by the Board of Directors, he or she shall submit to each director a statement
of the condition of the business and accounts of the Corporation; and shall
perform all such other duties as are incident to his or her office. An Assistant
Treasurer, in the absence or inability of the Treasurer, shall perform all the
duties of the Treasurer and such other duties as may be required.
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SECTION 8. BONDING.
Any officer or employee of the Corporation shall give such bond for the faithful
performance of his or her duties in such sum, as and when the Board of Directors
may direct.
ARTICLE VI
DIVIDENDS
SECTION 1. Dividends shall be paid out of the net income or earned surplus of
the Corporation, determined after making proper provision for required sinking
fund deposits for debt obligations and proper provisions for working capital and
such reserves as may be required by good and generally accepted accounting
practice, when declared from time to time by resolution of the Board of
Directors. No such dividends shall be declared or paid which will impair the
capital of the Corporation.
ARTICLE VII
AMENDMENTS
SECTION 1. Except as otherwise provided in the Certificate of Incorporation of
the Corporation, these Bylaws may be amended, altered or repealed by the
affirmative vote of a majority of the Board of Directors, subject to the power
of stockholders to amend, alter or repeal the Bylaws, or as otherwise may from
time to time be authorized by the laws of the State of Delaware.
ARTICLE VIII
CORPORATE SEAL
SECTION 1. The corporate seal of this Corporation shall have inscribed thereon
the name of the Corporation and its state of incorporation.
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