Exhibit 3.2
BYLAWS
OF
CAITHNESS COSO FUNDING CORP.
Section 1. LAW, CERTIFICATE OF INCORPORATION AND BYLAWS
1.1 These Bylaws are subject to the Certificate of Incorporation of the
corporation. In these Bylaws, references to law, the Certificate of
Incorporation and Bylaws mean respectively the law, the provisions of the
Certificate of Incorporation and the Bylaws as from time to time in effect.
Section 2. STOCKHOLDERS
2.1 Annual Meeting. The annual meeting of stockholders shall be held
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at ten o'clock on the first Tuesday in March in each year, unless that day is a
legal holiday at the place where the meeting is to be held, in which case the
meeting shall be held at the same hour on the next succeeding day not a legal
holiday, or at such other date and time as shall be designated from time to time
by the Board of Directors and stated in the notice of the meeting, at which they
shall elect a Board of Directors and transact such other business as may be
required by law or these Bylaws or as may properly come before the meeting.
2.2 Special Meetings. A special meeting of the stockholders may be
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called at any time by the chairman of the board, if any, the president on a
majority of the Board of Directors. A special meeting of the stockholders shall
be called by the secretary, or in the case of the death, absence, incapacity or
refusal of the secretary, by an assistant secretary or some other officer, upon
application of a majority of the directors. Any such application shall state the
purpose or purposes of the proposed meeting. Any such call shall state the
place, date, hour and purposes of the meeting.
2.3 Place of Meeting. All meetings of the stockholders for the
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election of directors or for any other purpose shall be held at such place
within or without the State of Delaware as may be determined from time to time
by the chairman of the board, if any, the president or the Board of Directors.
Any adjourned session of any meeting of the stockholders shall be held at the
place designated in the vote of adjournment.
2.4 Notice of Meetings. Except as otherwise provided by law, a written
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notice of each meeting of stockholders stating the place, day and hour thereof
and, in the case of a
special meeting, the purposes for which the meeting is called, shall be given
not less than ten nor more than sixty days before the meeting, to each
stockholder entitled to vote thereat, and to each stockholder who, by law, by
the Certificate of Incorporation or by these Bylaws, is entitled to notice, by
leaving such notice with him, her or it or at his, her or its residence or usual
place of business, or by depositing it in the United States mail, postage
prepaid, and addressed to such stockholder at his, her or its address as it
appears in the records of the corporation. Such notice shall be given by the
secretary, or by an officer or person designated by the Board of Directors, or
in the case of a special meeting by the officer calling the meeting. As to any
adjourned session of any meeting of stockholders, notice of the adjourned
meeting need not be given if the time and place thereof are announced at the
meeting at which the adjournment was taken except that if the adjournment is for
more than thirty days or if after the adjournment a new record date is set for
the adjourned session, notice of any such adjourned session of the meeting shall
be given in the manner heretofore described. No notice of any meeting of
stockholders or any adjourned session thereof need be given to a stockholder if
a written waiver of notice, executed before or after the meeting or such
adjourned session by such stockholder, is filed with the records of the meeting
or if the stockholder attends such meeting without objecting at the beginning of
the meting to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any meeting of the stockholders or any adjourned session thereof
need be specified in any written waiver of notice.
2.5 Quorum of Stockholders. At any meeting of the stockholders a
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quorum as to any matter shall consist of a majority of the votes entitled to be
cast on the matter, except where a larger quorum is required by law, by the
Certificate of Incorporation or by these Bylaws. Any meeting may be adjourned
from time to time by a majority of the votes properly cast upon the question,
whether or not a quorum is present. If a quorum is present at an original
meeting, a quorum need not be present at an adjourned session of that meeting.
Shares of its own stock 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; provided,
however, that the foregoing shall not limit the right of any corporation to vote
stock, including but not limited to its own stock, held by it in a fiduciary
capacity.
2.6 Action by Vote. When a quorum is present at any meeting, a
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plurality of the votes properly cast for election to any office shall elect to
such office and a majority of the votes properly cast upon any question other
than an election to an office shall decide the question, except when a larger
vote is required by law, by the Certificate of Incorporation or by these Bylaws.
No ballot shall be required for any election unless requested by a stockholder
present or represented at the meeting and entitled to vote in the election.
2.7 Action without Meetings. Unless otherwise provided in the
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Certificate of Incorporation, any action required or permitted to be taken by
stockholders for or in connection with any corporate action may be taken without
a meeting, without prior notice and
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without a vote, if a consent or consents in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted and shall be delivered to the corporation by delivery to its
registered office in Delaware by hand or certified or registered mail, return
receipt requested, to its principal place of business or to an officer or agent
of the corporation having custody of the book in which proceedings of meetings
of stockholders are recorded. Each such written consent shall bear the date of
signature of each stockholder who signs the consent. No written consent shall be
effective to take the corporate action referred to therein unless written
consents signed by a number of stockholders sufficient to take such action are
delivered to the corporation in the manner specified in this paragraph within
sixty days of the earliest dated consent so delivered.
If action is taken by consent of stockholders in accordance with the
foregoing, there shall be filed with the records of the meetings of stockholders
the writing or writings comprising such consent.
If action is taken by less than unanimous consent of stockholders,
prompt notice of the taking of such action without a meeting shall be given to
those who have not consented in writing and a certificate signed and attested to
by the secretary that such notice was given shall be filed with the records of
the meetings of stockholders.
In the event that the action which is consented to is such as would have
required the filing of a certificate under any provision of the Delaware General
Corporation Law, if such action had been voted upon by the stockholders at a
meeting thereof, the certificate filed under such provision shall state, in lieu
of any statement required by such provision concerning a vote of stockholders,
that written consent has been given under Section 228 of the Delaware General
Corporation Law and that written notice has been given as provided in such
Section 228.
2.8 Proxy Representation. Every stockholder may authorize another
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person or persons to act for him by proxy in all matters in which a stockholder
is entitled to participate, whether by waiving notice of any meeting, objecting
to or voting or participating at a meeting, or expressing consent or dissent
without a meeting. Every proxy must be signed by the stockholder or by his, her
or its attorney-in-fact. No proxy shall be voted or acted upon after three years
from its date unless such proxy provides for a longer period. A duly executed
proxy shall be irrevocable if it states that it is irrevocable and, if, and only
as long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the corporation generally. The authorization of a proxy may but need
not be limited to specified action, provided, however, that if a proxy limits
its authorization to a meeting or meetings of stockholders, unless otherwise
specifically provided
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such proxy shall entitle the holder thereof to vote at any adjourned session but
shall not be valid after the final adjournment thereof.
2.9 Inspectors. The directors or the person presiding at the meeting
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may, but need not, appoint one or more inspectors of election and any substitute
inspectors to act at the meeting or any adjournment thereof. Each inspector,
before entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector at such meeting with strict
impartiality and according to the best of his or her ability. The inspectors,
if any, shall determine the number of shares of stock outstanding and the voting
power of each, the shares of stock represented at the meeting, the existence of
a quorum, the validity and effect of proxies, and shall receive votes, ballots
or consents, hear and determine all challenges and questions arising in
connection with the right to vote, count and tabulate all votes, ballots or
consents, determine the result, and do such acts as are proper to conduct the
election or vote with fairness to all stockholders. On request of the person
presiding at the meeting, the inspectors shall make a report in writing of any
challenge, question or matter determined by them and execute a certificate of
any fact found by them.
2.10 List of Stockholders. The secretary shall prepare and make, at
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least ten days before every meeting of stockholders, a complete list of the
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 his, her or its name. The stock ledger shall be the only evidence as to who
are stockholders entitled to examine such list or to vote in person or by proxy
at such meeting.
Section 3. BOARD OF DIRECTORS
3.1 Number. The number of directors which shall constitute the whole
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board shall not be less than three (3) nor more than nine (9) in number and
shall at all times include an Independent Person (as defined in the Certificate
of Incorporation). Thereafter, within the foregoing limits, the stockholders at
the annual meeting shall determine the number of directors and shall elect the
number of directors as determined. Within the foregoing limits, the number of
directors may be increased at any time or from time to time by the stockholders
or by the directors by vote of a majority of the directors then in office. The
number of directors may be decreased to any number permitted by the foregoing at
any time either by the stockholders or by the directors by vote of a majority of
the directors then in office, but only to eliminate vacancies existing by reason
of the death, resignation or removal of one or more directors. Directors need
not be stockholders.
3.2 Tenure. Except as otherwise provided by law, by the Certificate of
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Incorporation or by these Bylaws, each director shall hold office until the next
annual meeting and until his or her successor is elected and qualified, or until
he or she sooner dies, resigns, is removed or becomes disqualified.
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3.3 Powers. The business and affairs of the corporation shall be
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managed by or under the direction of the Board of Directors who shall have and
may exercise all the powers of the corporation and do all such lawful acts and
things as are not by law, the Certificate of Incorporation or these Bylaws
directed or required to be exercised or done by the stockholders.
3.4 Vacancies. Vacancies and any newly created directorships resulting
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from any increase in the number of directors may be filled by vote of the
stockholders at a meeting called for the purpose, or by a majority of the
directors then in office, although less than a quorum, or by a sole remaining
director. When one or more directors shall resign from the board, effective at
a future date, a majority of the directors then in office, including those who
have resigned, shall have power to fill such vacancy or vacancies, the vote or
action by writing thereon to take effect when such resignation or resignations
shall become effective. The directors shall have and may exercise all their
powers notwithstanding the existence of one or more vacancies in their number,
subject to any requirements of law or of the Certificate of Incorporation or of
these Bylaws as to the number of directors required for a quorum or for any vote
or other actions.
3.5 Committees. The Board of Directors may, by vote of a majority of
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the whole board, (a) designate, change the membership of or terminate the
existence of any committee or committees, each committee to consist of one or
more of the directors; (b) designate one or more directors as alternate members
of any such committee who may replace any absent or disqualified member at any
meeting of the committee; and (c) determine the extent to which each such
committee shall have and may exercise the powers of the Board of Directors in
the management of the business and affairs of the corporation, including the
power to authorize the seal of the corporation to be affixed to all papers which
require it and the power and authority to declare dividends or to authorize the
issuance of stock; excepting, however, such powers which by law, by the
Certificate of Incorporation or by these Bylaws they are prohibited from so
delegating. In the absence or disqualification of any member of such committee
and his or her alternate, if any, the member or members thereof present at any
meeting and not disqualified from voting, whether or not constituting 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. Except as the
Board of Directors may otherwise determine, any committee may make rules for the
conduct of its business, but unless otherwise provided by the Board of Directors
or such rules, its business shall be conducted as nearly as may be in the same
manner as is provided by these Bylaws for the conduct of business by the Board
of Directors. Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors upon request.
3.6 Regular Meetings. Regular meetings of the Board of Directors may be
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held without call or notice at such places within or without the State of
Delaware and at such times as the board may from time to time determine,
provided that notice of the first regular meeting following any such
determination shall be given to absent directors. A regular meeting of the
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directors may be held without call or notice immediately after and at the same
place as the annual meeting of stockholders.
3.7 Special Meetings. Special meetings of the Board of Directors may be
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held at any time and at any place within or without the State of Delaware
designated in the notice of the meeting, when called by the chairman of the
board, if any, the president, or by one-third or more in number of the
directors, reasonable notice thereof being given to each director by the
secretary or by the chairman of the board, if any, the president or any one of
the directors calling the meeting.
3.8 Notice. It shall be reasonable and sufficient notice to a
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director to send notice by mail at least forty-eight hours or by telegram at
least twenty-four hours before the meeting addressed to him or her at his or her
usual or last known business or residence address or to give notice to him or
her in person or by telephone at least twenty-four hours before the meeting.
Notice of a meeting need not be given to any director if a written waiver of
notice, executed by him or her before or after the meeting, is filed with the
records of the meeting, or to any director who attends the meeting without
protesting prior thereto or at its commencement the lack of notice to him or
her. Neither notice of a meeting nor a waiver of a notice need specify the
purposes of the meeting.
3.9 Quorum. Except as may be otherwise provided by law, by the
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Certificate of Incorporation or by these Bylaws, at any meeting of the directors
a majority of the directors then in office shall constitute a quorum; a quorum
shall not in any case be less than one-third of the total number of directors
constituting the whole board. Any meeting may be adjourned from time to time by
a majority of the votes cast upon the question, whether or not a quorum is
present, and the meeting may be held as adjourned without further notice.
3.10 Action by Vote. Except as may be otherwise provided by law, by the
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Certificate of Incorporation or by these Bylaws, when a quorum is present at any
meeting the vote of a majority of the directors present shall be the act of the
Board of Directors.
3.11 Action Without a Meeting. Any action required or permitted to be
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taken at any meeting of the Board of Directors or a committee thereof may be
taken without a meeting if all the members of the Board of Directors or of such
committee, as the case may be, consent thereto in writing, and such writing or
writings are filed with the records of the meetings of the Board of Directors or
of such committee. Such consent shall be treated for all purposes as the act of
the Board of Directors or of such committee, as the case may be.
3.12 Participation in Meetings by Conference Telephone. Members of the
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Board of Directors, or any committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors or committee by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meetings can
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hear each other or by any other means permitted by law. Such participation shall
constitute presence in person at such meeting.
3.13 Compensation. In the discretion of the Board of Directors, each
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director may be paid such fees for his or her services as director and be
reimbursed for his or her reasonable expenses incurred in the performance of his
or her duties as director as the Board of Directors from time to time may
determine. Nothing contained in this section shall be construed to preclude any
director from serving the corporation in any other capacity and receiving
reasonable compensation therefor.
3.14 Interested Directors and Officers.
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(a) No contract or transaction between the corporation and one or
more of its directors or officers, or between the corporation and any other
corporation, partnership, association, or other organization in which one or
more of the corporation's directors or officers are directors or officers, or
have a financial interest, shall be void or voidable solely for this reason, or
solely because the director or officer is present at or participates in the
meeting of the Board of Directors or committee thereof which authorizes the
contract or transaction, or solely because his, her or their votes are counted
for such purpose, if:
(1) the material facts as to his or her relationship or
interest and as to the contract or transaction are disclosed or are known to the
Board of Directors or the committee, and the Board of Directors or committee in
good faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or
(2) the material facts as to his or her relationship or
interest and as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders; or
(3) the contract or transaction is fair as to the corporation
as of the time it is authorized, approved or ratified, by the Board of
Directors, a committee thereof, or the stockholders.
(b) Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.
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Section 4. OFFICERS AND AGENTS
4.1 Officers. The officers of the corporation shall be a president, a
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treasurer, a secretary and such other officers, if any, as the Board of
Directors from time to time may in its discretion elect or appoint including,
without limitation, a chairman of the board, one or more vice presidents and a
controller. The corporation may also have such agents, if any, as the Board of
Directors from time to time may in its discretion choose. Any officer may be
but none need be a director or stockholder. Any two or more offices may be held
by the same person. Any officer may be required by the Board of Directors to
secure the faithful performance of his or her duties to the corporation by
giving bond in such amount and with sureties or otherwise as the Board of
Directors may determine.
4.2 Powers. Subject to law, to the Certificate of Incorporation and to
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the other provisions of these Bylaws, each officer shall have, in addition to
the duties and powers herein set forth, such duties and powers as are commonly
incident to his or her office and such additional duties and powers as the Board
of Directors may from time to time designate.
4.3 Election. The officers may be elected by the Board of Directors at
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their first meeting following the annual meeting of the stockholders or at any
other time. At any time or from time to time the directors may delegate to any
officer their power to elect or appoint any other officer or any agents.
4.4 Tenure. Each officer shall hold office until his or her respective
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successor is chosen and qualified unless a shorter period shall have been
specified by the terms of his or her election or appointment, or in each case
until he or she sooner dies, resigns, is removed or becomes disqualified. Each
agent shall retain his or her authority at the pleasure of the directors, or the
officer by whom he or she was appointed or by the officer who then holds agent
appointive power.
4.5 Chairman of the Board of Directors; President and Vice President.
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The chairman of the board, if any, shall have such duties and powers as shall be
designated from time to time by the Board of Directors. Unless the Board of
Directors otherwise specifies, the chairman of the board, or if there is none
the chief executive officer, shall preside, or designate the person who shall
preside, at all meetings of the stockholders and of the Board of Directors.
Unless the Board of Directors otherwise specifies, the president shall be
the chief executive officer and shall have direct charge of all business
operations of the corporation and, subject to the control of the directors,
shall have general charge and supervision of the business of the corporation.
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Any vice presidents shall have such duties and powers as shall be set
forth in these Bylaws or as shall be designated from time to time by the Board
of Directors or by the president.
4.6 Treasurer and Assistant Treasurers. Unless the Board of Directors
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otherwise specifies, the treasurer shall be the chief financial officer of the
corporation and shall be in charge of its funds and valuable papers, and shall
have such other duties and powers as may be designated from time to time by the
Board of Directors or by the president. If no controller is elected, the
treasurer shall, unless the Board of Directors otherwise specifies, also have
the duties and powers of the controller.
Any assistant treasurers shall have such duties and powers as shall be
designated from time to time by the Board of Directors, the president or the
treasurer.
4.7 Controller and Assistant Controllers. If a controller is elected,
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he or she shall, unless the Board of Directors otherwise specifies, be the chief
accounting officer of the corporation and be in charge of its books of account
and accounting records, and of its accounting procedures. He or she shall have
such other duties and powers as may be designated from time to time by the Board
of Directors, the president or the treasurer.
Any assistant controller shall have such duties and powers as shall be
designated from time to time by the Board of Directors, the president, the
treasurer or the controller.
4.8 Secretary and Assistant Secretaries. The secretary shall record all
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proceedings of the stockholders, of the Board of Directors and of committees of
the Board of Directors in a book or series of books to be kept therefor and
shall file therein all actions by written consent of stockholders or directors.
In the absence of the secretary from any meeting, an assistant secretary, or if
there be none or he or she is absent, a temporary secretary chosen at the
meeting, shall record the proceedings thereof. Unless a transfer agent has been
appointed, the secretary shall keep or cause to be kept the stock and transfer
records of the corporation, which shall contain the names and record addresses
of all stockholders and the number of shares registered in the name of each
stockholder. He or she shall have such other duties and powers as may from time
to time be designated by the Board of Directors or the president.
Any assistant secretaries shall have such duties and powers as shall be
designated from time to time by the Board of Directors, the president or the
secretary.
Section 5. RESIGNATIONS AND REMOVALS
5.1 Any director or officer may resign at any time by delivering his or
her resignation in writing to the chairman of the board, if any, the president,
or the secretary or to a meeting of the Board of Directors. Such resignation
shall be effective upon receipt unless
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specified to be effective at some other time, and without in either case the
necessity of it being accepted unless the resignation shall so state. A director
(including persons elected by directors to fill vacancies in the board) may be
removed from office with or without cause by the vote of the holders of a
majority of the shares issued and outstanding and entitled to vote in the
election of directors. The Board of Directors may at any time remove any officer
either with or without cause. The Board of Directors may at any time terminate
or modify the authority of any agent. No director or officer resigning and
(except where a right to receive compensation shall be expressly provided in a
duly authorized written agreement with the corporation) no director or officer
removed shall have any right to any compensation as such director or officer for
any period following his or her resignation or removal, or any right to damages
on account of such removal, whether his or her compensation be by the month or
by the year or otherwise; unless, in the case of a resignation, the directors,
or, in the case of removal, the body acting on the removal, shall in their or
its discretion provide for compensation.
Section 6. VACANCIES
6.1 If the office of the president or the treasurer or the secretary
becomes vacant, the directors may elect a successor by vote of a majority of the
directors then in office. Each such successor shall hold office for the
unexpired term, and in the case of the president, the treasurer and the
secretary until his or her successor is chosen and qualified or in each case
until he or she sooner dies, resigns, is removed or becomes disqualified. Any
vacancy of a directorship shall be filled as specified in Section 3.4 of these
Bylaws.
Section 7. CAPITAL STOCK
7.1 Stock Certificates. Each stockholder shall be entitled to a
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certificate stating the number and the class and the designation of the series,
if any, of the shares held by him, her or it, in such form as shall, in
conformity to law, the Certificate of Incorporation and the Bylaws, be
prescribed from time to time by the Board of Directors. Such certificate shall
be signed by the chairman or vice chairman of the board, if any, or the
president or a vice president and by the treasurer or an assistant treasurer or
by the secretary or an assistant secretary. Any of or all the signatures on the
certificate may be a facsimile. In case an officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed on such
certificate shall have ceased to be such officer, transfer agent, or registrar
before such certificate is issued, it may be issued by the corporation with the
same effect as if he or she were such officer, transfer agent, or registrar at
the time of its issue.
7.2 Loss of Certificates. In the case of the alleged theft, loss,
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destruction or mutilation of a certificate of stock, a duplicate certificate may
be issued in place thereof, upon
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such terms, including receipt of a bond sufficient to indemnify the corporation
against any claim on account thereof, as the Board of Directors may prescribe.
Section 8. TRANSFER OF SHARES OF STOCK
8.1 Transfer on Books. Subject to the restrictions, if any, stated or
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noted on the stock certificate, shares of stock may be transferred on the books
of the corporation by the surrender to the corporation or its transfer agent of
the certificate therefor properly endorsed or accompanied by a written
assignment and power of attorney properly executed, with necessary transfer
stamps affixed, and with such proof of the authenticity of signature as the
Board of Directors or the transfer agent of the corporation may reasonably
require. Except as may be otherwise required by law, by the Certificate of
Incorporation or by these Bylaws, the corporation shall be entitled to treat the
record holder of stock as shown on its books as the owner of such stock for all
purposes, including the payment of dividends and the right to receive notice and
to vote or to give any consent with respect thereto and to be held liable for
such calls and assessments, if any, as may lawfully be made thereon, regardless
of any transfer, pledge or other disposition of such stock until the shares have
been properly transferred on the books of the corporation.
It shall be the duty of each stockholder to provide the corporation with
his, her or its post office address.
8.2 Record Date and Closing Transfer Books. In order that the
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corporation may determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, the Board of Directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board of Directors, and
which record date shall not be more than sixty nor less than ten days before the
date of such meeting. If no such record date is fixed by the Board of Directors,
the record date for determining the 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. 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.
In order that the corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the Board of Directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board of Directors, and
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the Board of Directors. If no
such record date has been fixed by the Board of Directors, the record date for
determining
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stockholders entitled to consent to corporate action in writing without a
meeting, when no prior action by the Board of Directors is required by the
Delaware General Corporation Law, shall be the first date on which a signed
written consent setting forth the action taken or proposed to be taken is
delivered to the corporation by delivery to its registered office in Delaware by
hand or certified or registered mail, return receipt requested, to its principal
place of business or to an officer or agent of the corporation having custody of
the book in which proceedings of meetings of stockholders are recorded. If no
record date has been fixed by the Board of Directors and prior action by the
Board of Directors is required by the Delaware General Corporation Law, the
record date for determining stockholders entitled to consent to corporate action
in writing without a meeting shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action.
In order that the corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
or to exercise any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, the Board of Directors may
fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted, and which record date shall be not
more than sixty days prior to such payment, exercise or other action. If no
such record date is fixed, the record date for determining stockholders for any
such purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.
Section 9. CORPORATE SEAL
9.1 Subject to alteration by the directors, the seal of the corporation
shall consist of a flat-faced circular die with the word "Delaware" and the name
of the corporation cut or engraved thereon, together with such other words,
dates or images as may be approved from time to time by the directors.
Section 10. EXECUTION OF PAPERS
10.1 Except as the Board of Directors may generally or in particular
cases authorize the execution thereof in some other manner, all deeds, leases,
transfers, contracts, bonds, notes, checks, drafts or other obligations made,
accepted or endorsed by the corporation shall be signed by the chairman of the
board, if any, the president, a vice president or the treasurer.
Section 11. FISCAL YEAR
11.1 The fiscal year of the corporation shall end on December 31.
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Section 12. AMENDMENTS
12.1 These Bylaws may be adopted, amended or repealed by vote of 100% of
the directors then in office or by unanimous vote of 100% of the holders of the
stock outstanding and entitled to vote. Any bylaw, whether adopted, amended or
repealed by the stockholders or directors, may be amended or reinstated by the
stockholders or the directors.
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