BY-LAWS
OF
HARRIS & HARRIS GROUP, INC.
ARTICLE I
OFFICES
SECTION 1. PRINCIPAL OFFICE. The principal office of the
corporation shall be located in the City, County and State of New York.
SECTION 2. OTHER OFFICES. The corporation may have other offices
and places of business, within or without the State of New York, as shall be
determined by the directors.
ARTICLE II
SHAREHOLDERS
SECTION 1. PLACE OF MEETINGS. Meetings of the shareholders may
be held at such place or places, within or without the State of New York, as
shall be fixed by the directors and stated in the notice of the meeting.
SECTION 2. ANNUAL MEETING. The annual meeting of shareholders
for the election of directors and the transaction of such other business as
may properly come before the meeting shall be held on the date selected by the
Board of Directors in each calendar year.
SECTION 3. NOTICE OF ANNUAL MEETING. Notice of the annual meeting
shall be given to each shareholder entitled to vote, at least ten days prior
to the meeting.
SECTION 4. SPECIAL MEETINGS. Special meetings of the shareholders
for any purpose or purposes may be called by the President or Secretary.
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SECTION 5. NOTICE OF SPECIAL MEETING. Notice of a special meeting,
stating the time, place and purpose or purposes thereof, shall be given
to each shareholder entitled to vote, at least ten days prior to the meeting.
The notice shall also set forth at whose direction it is being issued.
SECTION 6. QUORUM. At any meeting of the shareholders, the
holders of a majority of the shares of stock then entitled to vote, shall
constitute a quorum for all purposes, except as otherwise provided by law or
the Certificate of Incorporation.
SECTION 7. VOTING. At each meeting of the shareholders, every
holder of stock then entitled to vote may vote in person or by proxy, and,
except as may be otherwise provided by the Certificate of Incorporation, shall
have one vote for each share of stock registered in his name.
SECTION 8. ADJOURNED MEETINGS. Any meeting of shareholders may
be adjourned to a designated time and place by a vote of a majority in interest
of the shareholders present in person or by proxy and entitled to vote,
even though less than a quorum is so present. No notice of such an adjourned
meeting need be given, other than by announcement at the meeting, and any
business may be transacted which might have been transacted at the meeting as
originally called.
SECTION 9. ACTION BY WRITTEN CONSENT OF SHAREHOLDERS. Whenever
by any provision of statute or of the Certificate of Incorporation or of these
By-Laws, the vote of shareholders at a meeting thereof is required or permitted
to be taken in connection with any corporate action, the meeting and vote
of shareholders may be dispensed with, 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.
ARTICLE III
DIRECTORS
SECTION 1. NUMBER. The number of directors of the corporation
shall be determined from time to time by resolutions of the directors, who
shall hold office for the term of one year and until their successors are duly
elected and qualify. The number of directors may be less than three when all
of the shares are owned by less than three shareholders, but in such event
the number of directors may not be less than the number of shareholders.
Directors need not be shareholders.
SECTION 2. POWERS. The Board of Directors may adopt such rules
and regulations for the conduct of its meetings, the exercise of its powers
and the management of the affairs of the corporation as it may deem proper,
not inconsistent with the laws of the State of New York, the Certificate of
Incorporation or these By-Laws.
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In addition to the powers and authorities by these By-Laws expressly
conferred upon them, the Board of Directors may exercise all such powers of
the corporation and do such lawful acts and things except as are by statute,
the Certificate of Incorporation or these By-Laws directed or required to be
exercised or done by the shareholders.
SECTION 3. MEETING, QUORUM, ACTION WITHOUT MEETING. Meetings of
the Board of Directors may be held at any place, either within or outside the
State of New York, provided a quorum be in attendance. Except as may be
otherwise provided by the Certificate of Incorporation or by the Business
Corporation Law, a majority of the directors in office shall constitute a
quorum at any meeting of the Board of Directors and the vote of a majority of
a quorum of directors shall constitute the act of the Board of Directors.
The Board of Directors may hold an annual meeting, without notice,
immediately after the annual meeting of shareholders. Regular meetings of the
Board of Directors may be established by a resolution adopted by the Board of
Directors. The Chairman of the Board of Directors may call, and at the request
of any two directors must call, a special meeting of the Board of Directors,
three days notice of which shall be given by overnight United States Mail or
by Federal Express or any other private overnight courier service, or two
days notice of which shall be given personally or by telephone, telecopier
or telefax (or similar communications equipment), telegram or cable, to each
director.
Any one or more members of the Board of Directors or any Committee
thereof may participate in a meeting of such Board of Directors or Committee
by means of a conference telephone call or similar communications equipment
allowing all persons participating in the meeting to hear each other at the
same time, if before the meeting the Chairman of the Board of Directors or the
Chairman of such Committee, as the case may be, determines that an emergency
or other extraordinary circumstances exist, making telephone participation in
the meeting by one or more directors appropriate. The determination by the
Chairman of the Board of Directors or the Chairman of a Committee thereof, as
the case may be, that an emergency or other extraordinary circumstances exist,
making telephone participation in the meeting by one or more directors
appropriate, shall be final and conclusive. Where authorized by the Chairman
of the Board of Directors or the Chairman of a Committee thereof, as described
above in this paragraph, participation by means of a conference telephone call
or similar communications equipment allowing all persons participating in the
meeting to hear each other at the same time shall constitute presence in
person at the meeting.
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Any action required or permitted to be taken by the Board of
Directors or any Committee thereof may be taken without a meeting if all
members of the Board of Directors or the Committee consent in writing to the
adoption of a resolution authorizing the action. The resolution and the
written consents thereto by the members of the Board of Directors or Committee
shall be filed with the minutes of the meetings of the Board of Directors or
Committee.
SECTION 4. VACANCIES, REMOVAL. Except as otherwise provided in
the Certificate of Incorporation or in the following paragraph, vacancies
occurring in the membership of the Board of Directors, from whatever cause
arising (including vacancies occurring by reason of the removal of directors
without cause and newly created directorships resulting from any increase in
the authorized number of directors), may be filled by a majority vote of the
remaining directors, though less than a quorum, or such vacancies may be
filled by the shareholders.
Except where the Certificate of Incorporation contains provisions
authorizing cumulative voting or the election of one or more directors by
class or their election by holders of bonds, or requires all action by
shareholders to be by a greater vote, any one or more [of] the directors may be
removed, (a) either for or without cause, at any time, by vote of the
shareholders holding a majority of the outstanding stock of the corporation
entitled to vote, present in person or by proxy, at any special meeting of the
shareholders or by written consent of all of the shareholders entitled to
vote, or (b) for cause, by action of the Board of Directors at any regular or
special meeting of the Board of Directors. A vacancy or vacancies occurring
from such removal may be filled at the special meeting of shareholders or at a
regular or special meeting of the Board of Directors.
SECTION 5. COMMITTEES. The Board of Directors, by resolution
adopted by a majority of the entire Board of Directors, may designate from its
members an Executive Committee or other committee or committees, each
consisting of three or more members, with such powers and authority (to the
extent permitted by law) as may be provided in said resolution.
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ARTICLE IV
OFFICERS
SECTION 1. EXECUTIVE OFFICERS. The executive officers of the
corporation shall be a Chairman of the Board, a President, a Treasurer and a
Secretary, all of whom shall be elected annually by the Board of Directors,
who shall hold office at the pleasure of the Board of Directors. No one
person may serve simultaneously as both President and Secretary of the
corporation, but any two or more other offices may be held simultaneously by
the same person. All vacancies occurring among any of the officers shall be
filled by the Board of Directors.
SECTION 2. OTHER OFFICERS. The Board of Directors may appoint
such other officers and agents with such powers and duties as it shall deem
necessary.
SECTION 3. THE CHAIRMAN OF THE BOARD. The Chairman of the Board
of Directors shall be the chief executive officer of the corporation and,
while the Board of Directors is not in session, shall have general management
and control of the business and affairs of the corporation. He shall also
preside at all meetings of the Board of Directors and shall have and perform
such other duties as from time to time may be assigned to him by the Board of
Directors.
SECTION 4. THE PRESIDENT. The President, who may but need not be
a director, shall, in the absence of a Chairman of the Board, preside at all
meetings of the shareholders and directors. He shall have and perform such
other duties as from time to time may be assigned to him by the Board of
Directors or the Chairman of the Board.
SECTION 5. THE VICE-PRESIDENT. The Vice-President, if one be
elected, or if there be more than one, the senior Vice-President as determined
by the Board of Directors, in the absence or disability of the President,
shall exercise the powers and perform the duties of the President and each
Vice-President shall exercise such other powers and perform such other duties
as from time to time may be assigned to him by the Board of Directors, the
Chairman of the Board, or the President.
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SECTION 6. THE TREASURER. The Treasurer shall have custody of
all funds, securities and evidences of indebtedness of the corporation; he
shall receive and give receipts and acquittances for moneys paid in on account
of the corporation, and shall pay out of the funds on hand all bills, payrolls,
and other just debts of the corporation, of whatever nature, upon maturity;
he shall enter regularly in books to be kept by him for that purpose, full
and accurate accounts of all moneys received and paid out by him on account
of the corporation, and he shall perform all other duties incident to the
office of Treasurer and as may be prescribed by the Board of Directors.
SECTION 7. THE SECRETARY. The Secretary shall keep the minutes
of all meetings of the Board of Directors and of the shareholders; he shall
attend to the giving and serving of all notices to shareholders and directors
or other notice required by law or by these By-Laws; he shall affix the seal
of the corporation to deeds, contracts and other instruments in writing
requiring a seal, when duly signed or when so ordered by the Board of Direc-
tors; he shall have charge of the certificate books and stock books and such
other books and papers as the Board of Directors may direct, and he shall
perform all other duties incident to the office of Secretary.
SECTION 8. SALARIES. The salaries and other compensation of all
officers and employees shall be fixed by the Board of Directors, or by any
committee designated from among the directors (in accordance with Article III,
Section 5, of these By-Laws) to handle such compensation matters, and the fact
that any officer is a director shall not preclude him from receiving a salary
and other compensation as an officer, or from voting upon the resolution
providing the same.
ARTICLE V
CAPITAL STOCK
SECTION 1. FORM AND EXECUTION OF CERTIFICATES. Certificates of
stock shall be in such form as required by the Business Corporation Law of New
York and as shall be adopted by the Board of Directors. They shall be numbered
and registered in the order issued; shall be signed by the Chairman or a
Vice-Chairman of the Board of Directors (if any) or by the President or Vice-
President and by the Secretary or an Assistant Secretary or the Treasurer or
an Assistant Treasurer and may be sealed with the corporate seal or a facsimile
thereof. When such a certificate is countersigned by a transfer agent or
registered by a registrar, the signatures of any such officers may be
facsimile.
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SECTION 2. TRANSFER. Transfer of shares shall be made only upon
the books of the corporation by the registered holder in person or by attorney,
duly authorized, and upon surrender of the certificate or certificates
for such shares properly assigned for transfer.
SECTION 3. LOST OR DESTROYED CERTIFICATES. The holder of any
certificate representing shares of stock of the corporation may notify the
corporation of any loss, theft or destruction thereof, and the Board of
Directors may thereupon, in its discretion, cause a new certificate for the
same number of shares, to be issued to such holder upon satisfactory proof of
such loss, theft or destruction, and the deposit of indemnity by way of bond or
otherwise, in such form and amount and with such surety or sureties as the
Board of Directors may require, to indemnify the corporation against any loss
or liability by reason of the issuance of such new certificates.
SECTION 4. RECORD DATE. In lieu of closing the books of the
corporation, the Board of Directors may fix, in advance, a date, not exceeding
fifty days, nor less than ten days, as the record date for the determination
of shareholders entitled to receive notice of, or to vote, at any meeting of
shareholders, or to consent to any proposal without a meeting, or for the
purpose of determining shareholders entitled to receive payment of any divi-
dends, or allotment of any rights, or for the purpose of any other action.
ARTICLE VI
MISCELLANEOUS
SECTION 1. DIVIDENDS. The Board of Directors may declare dividends
from time to time upon the capital stock of the corporation from the surplus
or net profits available therefor.
SECTION 2. SEAL. The Board of Directors shall provide a suitable
corporate seal and shall be used as authorized by the By-Laws.
SECTION 3. FISCAL YEAR. The fiscal year of the corporation
shall be determined by the Board of Directors.
SECTION 4. CHECKS, NOTES, ETC. Checks, notes, drafts, bills of
exchange and orders for the payment of money shall be signed or endorsed in
such manner as shall be determined by the Board of Directors.
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The funds of the corporation shall be deposited in such bank or
trust company, and checks drawn against such funds shall be signed in such
manner as may be determined from time to time by the Board of Directors.
SECTION 5. NOTICE AND WAIVER OF NOTICE. Any notice required to
be given under these By-Laws may be waived by the person entitled thereto, in
writing, by telecopier or telefax (or similar communications equipment),
telegram, cable or radiogram, and the presence of any person at a meeting
shall constitute waiver of notice thereof as to such person.
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ARTICLE VII
AMENDMENTS
SECTION 1. BY SHAREHOLDERS. These By-Laws may be amended at any
shareholders' meeting by vote of the shareholders holding a majority (unless
the Certificate of Incorporation requires a larger vote) of the outstanding
stock having voting power, present either in person or by proxy, provided
notice of the amendment is included in the notice or waiver of notice of such
meeting.
SECTION 2. BY DIRECTORS. The Board of Directors may also amend
these By-Laws at any regular or special meeting of the Board by a majority
(unless the Certificate of Incorporation requires a larger vote) vote of the
entire Board, but any By-Laws so made by the Board of Directors may be altered
or repealed by the shareholders.
BY-LAWS
OF
HARRIS & HARRIS GROUP, INC.
I certify that the following By-Laws, consisting of nine pages, each of
which I have initialed for identification, are the By-Laws:
(1) Adopted, as contemplated by Section 601(a) of the New York
Business Corporation Law, as amended, for and on behalf of the shareholders of
Harris & Harris Group, Inc. (the "corporation"), by a written action signed by
the corporation's sole incorporator and dated as of December 1, 1981;
(2) Approved and adopted by the corporation's Board of Directors
by a unanimous written consent in lieu of an organizational meeting dated as
of December 1, 1981; and
(3) As amended by the corporation's Board of Directors (a) at
its March 23, 1984, special meeting; (b) by a unanimous written consent of
directors dated as of April 13, 1984; (c) at its April 30, 1984, special
meeting; (d) at its July 9, 1984, meeting; (e) at its October 19, 1984,
meeting; (f) at its July 11, 1985, meeting; (g) at its November 17, 1988,
meeting; (h) at its April 25, 1989, meeting; (i) by a unanimous written
consent of directors dated June 9, 1992; and (j) by a unanimous written consent
of directors dated October 19, 1992.
/s/____________________________
Jay Middleton Tannon, Secretary
Dated: July 14, 1992