[Amended By-Laws]
AMENDED BY-LAWS
OF
METTLER-TOLEDO INTERNATIONAL INC.
(effective January 1, 2007)
ARTICLE I
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Stockholders
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SECTION 1. Annual Meeting. The annual meeting of the stockholders of the
Corporation shall be held on such date, at such time and at such place
within or without the State of Delaware as may be designated by the Board
of Directors, for the purpose of electing Directors and for the transaction
of such other business as may be properly brought before the meeting.
SECTION 2. Special Meetings. Except as otherwise provided in the
Certificate of Incorporation, a special meeting of the stockholders of the
Corporation may be called at any time by the Board of Directors, the
Chairman of the Board or the President and shall be called by the Chairman
of the Board, the President or the Secretary at the request in writing of
stockholders holding together at least fifty percent of the number of
shares of stock outstanding and entitled to vote at such meeting. Any
special meeting of the stockholders shall be held on such date, at such
time and at such place within or without the State of Delaware as the Board
of Directors or the officer calling the meeting may designate. At a special
meeting of the stockholders, no business shall be transacted and no
corporate action shall be taken other than that stated in the notice of the
meeting unless all of the stockholders are present in person or by proxy,
in which case any and all business may be transacted at the meeting even
though the meeting is held without notice.
SECTION 3. Notice of Meetings. Except as otherwise provided in these
BY-LAWS or by law, a written notice of each meeting of the stockholders
shall be given not less than ten (10) nor more than sixty (60) days before
the date of the meeting to each stockholder of the Corporation entitled to
vote at such meeting at his address as it appears on the records of the
Corporation. The notice shall state the place, date and hour of the meeting
and, in the case of a special meeting, the purpose or purposes for which
the meeting is called.
SECTION 4. Quorum. At any meeting of the stockholders, the holders of a
majority in number of the total outstanding shares of stock of the
Corporation entitled to vote at such meeting, present in person or
represented by proxy, shall constitute a quorum of the stockholders for all
purposes, unless the representation of a larger number of shares shall be
required by law, by the Certificate of Incorporation or by these By-Laws,
in which case the representation of the number of shares so required shall
constitute a quorum; provided that at any meeting of the stockholders at
which the holders of any class of stock of the Corporation shall be
entitled to vote separately as a class, the holders of a majority in number
of the total outstanding shares of such class, present in person or
represented by proxy, shall constitute a quorum for purposes of such class
vote unless the representation of a larger number of shares of such class
shall be required by law, by the Certificate of Incorporation or by these
By-Laws.
SECTION 5. Adjourned Meetings. Whether or not a quorum shall be present in
person or represented at any meeting of the stockholders, the holders of a
majority in number of the shares of stock of the Corporation present in
person or represented by Proxy and entitled to vote at such meeting may
adjourn from time to time; provided, however, that if the holders of any
class of stock of the Corporation are entitled to vote separately as a
class upon any matter at such meeting, any adjournment of the meeting in
respect of action by such class upon such matter shall be determined by the
holders of a majority of the shares of such class present in person or
represented by proxy and entitled to vote at such meeting. When a meeting
is adjourned to another time or place, notice need not be given of the
adjourned meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken. At the adjourned meeting the
stockholders, or the holders of any class of stock entitled to vote
separately as a class, as the case may be, may transact any business which
might have been transacted by them at the original meeting. If the
adjournment is for more than thirty days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at
the adjourned meeting.
SECTION 6. Organization. The Chairman of the Board or, in his absence, the
President shall call all meetings of the stockholders to order, and shall
act as Chairman of such meetings. In the absence of the Chairman of the
Board and the President, the holders of a majority in number of the shares
of stock of the Corporation present in person or represented by proxy and
entitled to vote at such meeting shall elect a Chairman.
The Secretary of the Corporation shall act as Secretary of all meetings of
the stockholders; but in the absence of the Secretary, the Chairman may
appoint any person to act as Secretary of the meeting. It shall be the duty
of the Secretary to prepare and make, at least ten days before every
meeting of stockholders, a complete list of stockholders entitled to vote
at such meeting, arranged in alphabetical order and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open, either at a place within the city
where the meeting is to be held, which place shall be specified in the
notice of the meeting or, if not so specified, at the place where the
meeting is to be held, for the ten days next preceding the meeting, to the
examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, and shall be produced and kept at the time
and place of the meeting during the whole time thereof and subject to the
inspection of any stockholder who may be present.
SECTION 7. Voting. Except as otherwise provided in the Certificate of
Incorporation or by law, each stockholder shall be entitled to one vote for
each share of the capital stock of the Corporation registered in the name
of such stockholder upon the books of the Corporation. Each stockholder
entitled to vote at meeting of stockholders or to express consent or
dissent to corporate action in writing without a meeting may authorize
another person or persons to act for him by proxy, but no such proxy shall
be voted or acted upon after three years from its date, unless the proxy
provides for a longer period. When directed by the presiding officer or
upon the demand of any stockholder, the vote upon any matter before a
meeting of stockholders shall be by ballot. Except as otherwise provided by
law or by the Certificate of Incorporation, Directors shall be elected by a
plurality of the votes cast at a meeting of stockholders by the
stockholders entitled to vote in the election and, whenever any corporate
action, other than the election of Directors is to be taken, it shall be
authorized by a majority of the votes cast at a meeting of stockholders by
the stockholders entitled to vote thereon.
Shares of the capital stock of the Corporation belonging to the Corporation
or to another corporation, if a majority of the shares entitled to vote in
the election of directors of such other corporation is held, directly or
indirectly, by the Corporation, shall neither be entitled to vote nor be
counted for quorum purposes.
SECTION 8. Inspectors. When required by law or directed by the presiding
officer or upon the demand of any stockholder entitled to vote, but not
otherwise, the polls shall be opened and closed, the proxies and ballots
shall be received and taken in charge, and all questions touching the
qualification of voters, the validity of proxies and the acceptance or
rejection of votes shall be decided at any meeting of the stockholders by
one or more Inspectors who may be appointed by the Board of Directors
before the meeting, or if not so appointed, shall be appointed by the
presiding officer at the meeting. If any person so appointed fails to
appear or act, the vacancy may be filled by appointment in like manner.
SECTION 9. Consent of Stockholder in Lieu of Meeting. Any action required
or permitted to be taken by the Corporation's stockholders may not be
effected by consent in writing.
SECTION 10. Advance Notice Provisions for Election of Directors. Only
persons who are nominated in accordance with the following procedures shall
be eligible for election as directors of the Corporation. Nominations of
persons for election to the Board of Directors may be made at any annual
meeting of stockholders, or at any special meeting of stockholders called
for the purpose of electing directors, (a) by or at the direction of the
Board of Directors (or any duly authorized committee thereof) or (b) by any
stockholder of the Corporation (i) who is a stockholder of record on the
date of the giving of the notice provided for in this Section 10 and on the
record date for the determination of stockholders entitled to vote at such
meeting and (ii) who complies with the notice procedures set forth in this
Section 10.
In addition to any other applicable requirements, for a nomination to be
made by a stockholder such stockholder must have given timely notice
thereof in proper written form to the Secretary of the Corporation.
To be timely, a stockholder's notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the
Corporation (a) in the case of an annual meeting, not less than sixty (60)
days nor more than ninety (90) days prior to the date of the annual
meeting; provided, however, that in the event that less than seventy (70)
days notice or prior public disclosure of the date of the annual meeting is
given or made to stockholders, notice by the stockholder in order to be
timely must be so received not later than the close of business on the
tenth (10th) day following the day on which such notice of the date of the
annual meeting was mailed or such public disclosure of the date of the
annual meeting was made, whichever first occurs; and (b) in the case of a
special meeting of stockholders called for the purpose of electing
directors, not later than the close of business on the tenth (10th) day
following the day on which notice of the date of the special meeting was
mailed or public disclosure of the date of the special meeting was made,
whichever first occurs.
To be in proper written form, a stockholder's notice to the Secretary must
set forth (a) as to each person whom the stockholder proposes to nominate
for 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 or series and number of shares of
capital stock of the Corporation which are owned beneficially or of record
by the person and (iv) any other information relating to the person that
would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for
election of directors pursuant to Section 14 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and the rules and regulations
promulgated thereunder; and (b) as to the stockholder giving the notice (i)
the name and record address of such stockholder, (ii) the class or series
and number of shares of capital stock of the Corporation which are owned
beneficially or of record by such stockholder, (iii) a description of all
arrangements or understandings between such stockholder and each proposed
nominee and any other person or persons (including their names) pursuant to
which the nomination(s) are to be made by such stockholder, (iv) a
representation that such stockholder intends to appear in person or by
proxy, at the meeting to nominate the persons named in its notice and (v)
any other information relating to such stockholder that would be required
to be disclosed in a proxy statement or other filings required to be made
in connection with solicitations of proxies for election of directors
pursuant to Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder. Such notice must be accompanied by a written
consent of each proposed nominee to being named as a nominee and to serve
as a director if elected.
No person shall be eligible for election as a director of the Corporation
unless nominated in accordance with the procedures set forth in this
Section 10. If the Chairman of the meeting determines that a nomination was
not made in accordance with the foregoing procedures, the Chairman shall
declare to the meeting that the nomination was defective and such defective
nomination shall be disregarded.
SECTION 11. Advance Notice Provisions for Business to be Transacted at
Annual Meeting. No business may be transacted at an annual meeting of
stockholders, other than business that is either (a) specified in the
notice of meeting (or any supplement thereto) given by or at the direction
of the Board of Directors (or any duly authorized committee thereof), (b)
otherwise properly brought before the annual meeting by or at the direction
of the Board of Directors (or any duly authorized committee thereof) or (c)
otherwise properly brought before the annual meeting by any stockholder of
the Corporation (i) who is a stockholder of record on the date of the
giving of the notice provided for in this Section 11 and on the record date
for the determination of stockholders entitled to vote at such annual
meeting and (ii) who complies with the notice procedures set forth in this
Section 11.
In addition to any other applicable requirements, for business to be
properly brought before an annual meeting by a stockholder, such
stockholder must have given timely notice thereof in proper written form to
the Secretary of the Corporation.
To be timely, a stockholder's notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the
Corporation not less than sixty (60) days nor more than ninety (90) days
prior to the date of the annual meeting; provided, however, that in the
event that less than seventy (70) days notice or prior public disclosure of
the date of the annual meeting is given or made to stockholders, notice by
the stockholder in order to be timely must be so received not later than
the close of business on the tenth (10th) day following the day on which
such notice of the date of the annual meeting was mailed or such public
disclosure of the date of the annual meeting was made, whichever first
occurs.
To be in proper written form, a stockholder's notice to the Secretary must
set forth as to each matter such stockholder proposes to bring before the
annual meeting (i) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such
business at the annual meeting, (ii) the name and record address of such
stockholder, (iii) the class or series and number of shares of capital
stock of the Corporation which are owned beneficially or of record by such
stockholder, (iv) a description of all arrangements or understandings
between such stockholder and any other person or persons (including their
names) in connection with the proposal of such business by such stockholder
and any material interest of such stockholder in such business and (v) a
representation that such stockholder intends to appear in person or by
proxy at the annual meeting to bring such business before the meeting.
No business shall be conducted at the annual meeting of stockholders except
business brought before the annual meeting in accordance with the
procedures set forth in this Section 11, provided, however that, once
business has been properly brought before the annual meeting in accordance
with such procedures, nothing in this Section 11 shall be deemed to
preclude discussion by any stockholder of any such business. If the
Chairman of an annual meeting determines that business was not properly
brought before the annual meeting in accordance with the foregoing
procedures, the Chairman shall declare to the meeting that the business was
not properly brought before the meeting and such business shall not be
transacted.
SECTION 12. Order of Business. The order of business at all meetings of the
stockholders shall be determined by the Chairman of the meeting.
ARTICLE II
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Board of Directors
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SECTION 1. Number and Term of Office. The business and affairs of the
Corporation shall be managed by or under the direction of not less than
five (5) nor more than ten (10) Directors who need not be stockholders of
the Corporation, the exact number of Directors to be fixed from time to
time within such range by a duly adopted resolution of the Board of
Directors. The Directors shall, except as hereinafter otherwise provided
for filling vacancies, be elected at the annual meeting of stockholders,
and shall hold office until their respective successors are elected and
qualified or until their earlier resignation or removal. The number of
Directors may be altered from time to time by amendment of these By-Laws.
SECTION 2. Removal, Vacancies and Additional Directors. The stockholders
may, at any special meeting the notice of which shall state that it is
called for that purpose, remove, with or without cause, any Director and
fill the vacancy; provided that whenever any Director shall have been
elected by the holders of any class of stock of the Corporation voting
separately as a class under the provisions of the Certificate of
Incorporation, such Director may be removed and the vacancy filled only by
the holders of that class of stock voting separately as a class. Vacancies
caused by any such removal and not filled by the stockholders at the
meeting at which such removal shall have been made, or any vacancy caused
by the death or resignation of any Director or for any other reason, and
any newly created directorship resulting from any increase in the
authorized number of Directors, may be filled by the affirmative vote of a
majority of the Directors then in office, although less than a quorum, and
any Director so elected to fill any such vacancy or newly created
directorship shall hold office until his successor is elected and qualified
or until his earlier resignation or removal.
When one or more Directors shall resign effective at a future date, a
majority of Directors then in office, including those who have so resigned,
shall have power to fill such vacancy or vacancies, the vote thereon to
take effect when such resignation or resignations shall become effective,
and each Director so chosen shall hold office as herein provided in
connection with the filling of other vacancies.
SECTION 3. Place of Meeting. The Board of Directors may hold its meetings
in such place or places in the State of Delaware or outside the State of
Delaware as the Board from time to time shall determine.
SECTION 4. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such times and places as the Board from time to time by
resolution shall determine. No notice shall be required for any regular
meeting of the Board of Directors; but a copy of every resolution fixing or
changing the time or place of regular meetings shall be mailed to every
Director at least five days before the first meeting held in pursuance
thereof.
SECTION 5. Special Meetings. Special meetings of the Board of Directors
shall be held whenever called by direction of the Chairman of the Board,
the President or by any two of the Directors then in office.
Notice of the day, hour and place of holding of each special meeting shall
be given by mailing the same at least two days before the meeting or by
causing the same to be delivered personally or transmitted by telegraph,
facsimile, telex or sent by certified, registered or overnight mail at
least one day before the meeting to each Director. Unless otherwise
indicated in the notice thereof, any and all business other than an
amendment of these By-Laws may be transacted at any special meeting, and an
amendment of these By-Laws may be acted upon if the notice of the meeting
shall have stated that the amendment of these By-Laws is one of the
purposes of the meeting. At any meeting at which every Director shall be
present, even though without any notice, any business may be transacted,
including the amendment of these By-Laws.
SECTION 6. Quorum. Subject to the provisions of Section 2 of this Article
II, a majority of the members of the Board of Directors in office (but in
no case less than one-third of the total number of Directors nor less than
two Directors) shall constitute a quorum for the transaction of business
and the vote of the majority of the Directors present at any meeting of the
Board of Directors at which a quorum is present shall be the act of the
Board of Directors, If at any meeting of the Board there is less than a
quorum present, a majority of those present may adjourn the meeting from
time to time.
SECTION 7. Organization. The Chairman of the Board or, in his absence, the
President shall preside at all meetings of the Board of Directors. In the
absence of the Chairman of the Board and the President, a Chairman shall be
elected from the Directors present. The Secretary of the Corporation shall
act as Secretary of all meetings of the Directors; but in the absence of
the Secretary, the Chairman may appoint any person to act as Secretary of
the meeting.
SECTION 8. Committees. The Board of Directors may, by resolution passed by
a majority of the whole Board, designate one or more committees, each
committee to consist of one or more of the Directors of the Corporation.
The Board may designate one or more Directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting
of the committee. In the absence or disqualification of a member of a
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at
the meeting in the place of any such absent or disqualified member. Any
such committee, to the extent provided by resolution passed by a majority
of the whole Board, shall have and may exercise all the powers and
authority of the Board of Directors in the management of the business and
the affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it; but no such
committee shall have the power or authority in reference to amending the
Certificate of Incorporation, adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or exchange
of all or substantially all of the Corporations property and assets,
recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, or amending these By-Laws; and unless such
resolution, these By-Laws, or the Certificate of Incorporation expressly so
provide, no such committee shall have the power or authority to declare a
dividend or to authorize the issuance of stock.
SECTION 9. Conference Telephone Meetings. Unless otherwise restricted by
the Certificate of Incorporation or by these By-Laws, the members of the
Board of Directors or any committee designated by the Board, may
participate in a meeting of the Board or such committee, as the case may
be, by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each
other, and such participation shall constitute presence in person at such
meeting.
SECTION 10. Consent of Directors or Committee in Lieu of Meeting. Unless
otherwise restricted by the Certificate of Incorporation or by these
By-Laws, any action required or permitted to be taken at any meeting of the
Board of Directors, or of any committee thereof, may be taken without a
meeting if all members of the Board or committee, as the case may be,
consent thereto in writing and the writing or writings are filed with the
minutes of proceedings of the Board or committee, as the case may be.
ARTICLE III
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Officers
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SECTION 1. Officers. The officers of the Corporation shall be a Chairman of
the Board, a President, one or more Vice Presidents, a Chief Financial
Officer, a Secretary and a Treasurer, and such additional officers, if any,
as shall be elected by the Board of Directors pursuant to the provisions of
Section 7 of this Article III. The Chairman of the Board, the President,
one or more Vice Presidents, a Chief Financial Officer, the Secretary and
the Treasurer shall be elected by the Board of Directors at its first
meeting after each annual meeting of the stockholders. The failure to hold
such election shall not of itself terminate the term of office of any
officer. All officers shall hold office at the pleasure of the Board of
Directors. Any officer may resign at any time upon written notice to the
Corporation. Officers may, but need not, be Directors. Any number of
offices may be held by the same person.
All officers, agents and employees shall be subject to removal, with or
without cause, at any time by the Board of Directors. The removal of an
officer without cause shall be without prejudice to his contract rights, if
any. The election or appointment of an officer shall not of itself create
contract rights. All agents and employees other than officers elected by
the Board of Directors shall also be subject to removal, with or without
cause, at any time by the officers appointing them.
Any vacancy caused by the death of any officer, his resignation, his
removal, or otherwise, may be filled by the Board of Directors, and any
officer so elected shall hold office at the pleasure of the Board of
Directors.
In addition to the powers and duties of the officers of the Corporation as
set forth in these By-Laws, the officers shall have such authority and
shall perform such duties as from time to time may be determined by the
Board of Directors.
SECTION 2. Powers and Duties of the Chairman of the Board, The Chairman of
the Board shall preside at all meetings of the stockholders and at all
meetings of the Board of Directors and shall have such other powers and
perform such other duties as may from time to time be assigned to him by
these By-Laws or by the Board of Directors.
SECTION 3. Powers and Duties of the President. The President shall be the
chief executive officer of the Corporation and, subject to the control of
the Board of Directors and the Chairman of the Board, shall have general
charge and control of all its operations and shall perform all duties
incident to the office of President. In the absence of the Chairman of the
Board, he shall preside at all meetings of the stockholders and at all
meetings of the Board of Directors and shall have such other powers and
perform such other duties as may from time to time be assigned to him by
these By-Laws or by the Board of Directors or the Chairman of the Board.
SECTION 4. Powers and Duties of the Vice Presidents. Each Vice President
shall perform all duties incident to the office of Vice President and shall
have such other powers and perform such other duties as may from time to
time be assigned to him by these By-Laws or by the Board of Directors, the
Chairman of the Board or the President.
SECTION 5. Powers and Duties of the Chief Financial Officer. The Chief
Financial Officer shall be the principal financial officer of the
Corporation, and shall be in charge of, and have control over, all
financial accounting and tax matters regarding the Corporation. The Chief
Financial Officer shall have such other powers and perform such other
duties as may from time to time be assigned to him by these By-Laws or by
the Board of Directors, the Chairman of the Board or the President.
SECTION 6. Powers and Duties of the Secretary. The Secretary shall keep the
minutes of all meetings of the Board of Directors and the minutes of all
meetings of the stockholders in books provided for that purpose; he shall
attend to the giving or serving of all notices of the Corporation; he shall
have custody of the corporate seal of the Corporation and shall affix the
same to such documents and other papers as the Board of Directors, the
Chairman of the Board or the President shall authorize and direct; he shall
have charge of the stock certificate books, transfer books and stock
ledgers and such other books and papers as the Board of Directors, the
Chairman of the Board or the President shall direct, all of which shall at
reasonable times be open to the examination of any Director, upon
application, at the office of the Corporation during business hours; and he
shall perform duties incident to the office of Secretary and shall also
have such other powers and shall perform such other duties as may from time
to time be assigned to him by these By-Laws or the Board of Directors, the
Chairman of the Board or the President.
SECTION 7. Powers and Duties of the Treasurer. The Treasurer shall act at
the direction of the Chief Financial Officer. At the direction of the Chief
Financial Officer, the Treasurer shall have custody of, and when proper
shall pay out, disburse or otherwise dispose of, all funds and securities
of the Corporation which may have come into his hands; he may endorse on
behalf of the Corporation for collection checks, notes and other
obligations and shall deposit the same to the credit of the Corporation in
such bank or banks or depository or depositories as the Board of Directors
may designate; he shall enter or cause to be entered regularly in the books
of the Corporation kept for the purpose full and accurate accounts of all
moneys received or paid or otherwise disposed of by him and whenever
required by the Board of Directors, or the President or Chief Financial
Officer shall render statements of such accounts; he shall, at all
reasonable times, exhibit his books and accounts to any Director of the
Corporation upon application at the office of the Corporation during
business hours; and he shall perform all duties incident to the office of
Treasurer and shall also have such other powers and shall perform such
other duties as may from time to time be assigned to him by these By-Laws
or by the Board of Directors, the Chairman of the Board, or the President
or the Chief Financial Officer.
SECTION 8. Additional Officers. The Board of Directors may from time to
time elect such other officers (who may but need not be Directors),
including a Controller, Assistant Treasurers, Assistant Secretaries and
Assistant Controllers, as the Board may deem advisable and such officers
shall have such authority and shall perform such duties as may from time to
time be assigned to them by the Board of Directors, the Chairman of the
Board or the President.
The Board of Directors may from time to time by resolution delegate to any
Assistant Treasurer or Assistant Treasurers any of the powers or duties
herein assigned to the Treasurer; and may similarly delegate to any
Assistant Secretary or Assistant Secretaries any of the powers or duties
herein assigned to the Secretary.
SECTION 9. Giving of Bond by Officers. All officers of the Corporation, if
required to do so by the Board of Directors, shall furnish bonds to the
Corporation for the faithful performance of their duties, in such penalties
and with such conditions and security as the Board shall require.
SECTION 10. Voting Upon Stocks. Unless otherwise ordered by the Board of
Directors, the Chairman of the Board, the President or any Vice President
shall have full power and authority on behalf of the Corporation to attend
and to act and to vote, or in the name of the Corporation to execute
proxies to vote, at any meetings of stockholders of any corporation in
which the Corporation may hold stock, and at any such meetings shall
possess and may exercise, in person or by proxy, any and all rights, powers
and privileges incident to the ownership of such stock. The Board of
Directors may from time to time, by resolution, confer like powers upon any
other person or persons.
SECTION 11. Compensation of Officers. The officers of the Corporation shall
be entitled to receive such compensation for their services as shall from
time to time be determined by the Board of Directors.
ARTICLE IV
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Stock-Seal-Fiscal Year
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SECTION 1. Certificates For Shares of Stock. The certificates for shares of
stock of the Corporation shall be in such form, not inconsistent with the
Certificate of Incorporation, as shall be approved by the Board of
Directors. All certificates shall be signed by the Chairman of the Board,
the President or a Vice President and by the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer, and shall not be
valid unless so signed.
In case any officer or officers who shall have signed any such certificate
or certificates shall cease to be such officer or officers of the
Corporation, whether because of death, resignation or otherwise, before
such certificate or certificates shall have been delivered by the
Corporation, such certificate or certificates may nevertheless be issued
and delivered as though the person or persons who signed such certificate
or certificates had not ceased to be such officer or officers of the
Corporation.
All certificates for shares of stock shall be consecutively numbered as the
same are issued. The name of the person owning the shares represented
thereby with the number of such shares and the date of issue thereof shall
be entered on the books of the Corporation.
Except as hereinafter provided, all certificates surrendered to the
Corporation for transfer shall be canceled, and no new certificates shall
be issued until former certificates for the same number of shares have been
surrendered and canceled.
SECTION 2. Lost, Stolen or Destroyed Certificates. Whenever person owning a
certificate for shares of stock of the Corporation alleges that it has been
lost stolen or destroyed, he shall in the office of the Corporation an
affidavit setting forth, to the best of his knowledge and belief, the time,
place and circumstances of the loss, theft or destruction, and, if required
by the Board of Directors, a bond of indemnity or other indemnification
sufficient in the opinion of the Board of Directors to indemnify the
Corporation and its agents against any claim that may be made against it or
them on account of the alleged loss, theft or destruction of any such
certificate or the issuance of a new certificate in replacement therefor.
Thereupon the Corporation may cause to be issued to such person a new
certificate in replacement for the certificate alleged to have been lost,
stolen or destroyed. Upon the stub of every new certificate so issued shall
be noted the fact of such issue and the number, date and the name of the
registered owner of the lost, stolen or destroyed certificate in lieu of
which the new certificate is issued.
SECTION 3. Transfer of Shares. Shares of stock of the Corporation shall be
transferred on the books of the Corporation by the holder thereof, in
person or by his attorney duly authorized in writing, upon surrender and
cancellation of certificates for the number of shares of stock to be
transferred, except as provided in the preceding section.
SECTION 4. Regulations. The Board of Directors shall have power and
authority to make such rules and regulations as it may deem expedient
concerning the issue, transfer and registration of certificates for shares
of stock of the Corporation.
SECTION 5. Record Date. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of
stock Or for the purpose of any other lawful action, as the case may be,
the Board of Directors may fix, in advance, a record date, which shall not
be more than sixty (60) nor less than ten (10) days before the date of such
meeting, nor more than sixty (60) days prior to any other action.
If no record date is fixed, the record date for determining stockholders
entitled 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, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held; the record date for
determining stockholders entitled to express consent to corporate action in
writing without a meeting, when no prior action by the Board of Directors
is necessary, shall be the day on which the first written consent is
expressed; and 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 adopts the resolution relating thereto. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the
adjourned meeting.
SECTION 6. Dividends. Subject to the provisions of the Certificate of
Incorporation, the Board of Directors shall have power to declare and pay
dividends upon shares of stock of the Corporation, but only out of funds
available f6r the payment of dividends as provided by law.
Subject to the provisions of the Certificate of Incorporation, any
dividends declared upon the stock of the Corporation shall be payable on
such date or dates as the Board of Directors shall determine. If the date
fixed for the payment of any dividend shall in any year fall upon a legal
holiday, then the dividend payable on such date shall be paid on the next
day not a legal holiday.
SECTION 7. Corporate Seal. The Board of Directors shall provide a suitable
seal, containing the name of the Corporation, which seal shall be kept in
the custody of the Secretary. A duplicate of the seal may be kept and be
used by any officer of the Corporation designated by the Board of
Directors, the Chairman of the Board or the President.
SECTION 8. Fiscal Year. The fiscal year of the Corporation shall be such
fiscal year as the Board of Directors from time to time by resolution shall
determine.
ARTICLE V
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Miscellaneous Provisions
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SECTION 1. Checks, Notes, Etc. All checks, drafts, bills of exchange,
acceptances, notes or other obligations or orders for the payment of money
shall be signed and, if so required by the Board of Directors,
countersigned by such officers of the Corporation and/or other persons as
the Board of Directors from time to time shall designate.
Checks, drafts, bills of exchange, acceptances, notes, obligations and
orders for the payment of money made payable to the Corporation may be
endorsed for deposit to the credit of the Corporation with a duly
authorized depository by the Treasurer, or otherwise as the Board of
Directors may from time to time, by resolution, determine.
SECTION 2. Loans. No loans and no renewals of any loans shall be contracted
on behalf of the Corporation except as authorized by the Board of
Directors. When authorized so to do, any officer or agent of the
Corporation may effect loans and advances for the Corporation from any
bank, trust company or other institution or from any firm, corporation or
individual, and for such loans and advances may make, execute and deliver
promissory notes, bonds or other evidences of indebtedness of the
Corporation. When authorized so to do, any officer or agent of the
Corporation may pledge, hypothecate or transfer, as security for the
payment of any and all loans, advances, indebtedness and liabilities of the
Corporation, any and all stocks, securities and other personal property at
any time held by the Corporation, and to that end may endorse, assign and
deliver the same. Such authority may be general or confined to specific
instances.
SECTION 3. Waivers of Notice. Whenever any notice whatever is required to
be given by law, by the Certificate of Incorporation or by these By-Laws to
any person or persons, a waiver thereof in writing, signed by the person or
persons entitled to the notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.
SECTION 4. Offices Outside of Delaware. Except as otherwise required by the
laws of the State of Delaware, the Corporation may have an office or
offices and keep its books, documents and papers outside of the State of
Delaware at such place or places as from time to time may be determined by
the Board of Directors, the Chairman of the Board or the President.
SECTION 5. Indemnification of Directors Officers and Employees. The
Corporation shall indemnify to the full extent authorized by law any person
made or threatened to be made a party to an action, suit or proceeding,
whether criminal, civil, administrative or investigative, by reason of the
fact that he, his testator or intestate 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.
ARTICLE VI
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Amendments
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These By-Laws and any amendment thereof may be altered, amended or
repealed, or new By-Laws may be adopted, by the Board of Directors at any
regular or special meeting by the affirmative vote of a majority of all of
the members of the Board, provided in the case of any special meeting at
which all of the members of the Board are not present, that the notice of
such meeting shall have stated that the amendment of these By-Laws was one
of the purposes of the meeting; but these By-Laws and any amendment
thereof, including the By-Laws adopted by the Board of Directors, may be
altered, amended or repealed and other By-Laws may be adopted by the
holders of a majority of the total outstanding stock of the Corporation
entitled to vote at any annual meeting or at any special meeting, provided,
in the case of any special meeting, that notice of such proposed
alteration, amendment, repeal or adoption is included in the notice of the
meeting.