EXHIBIT 3(ii).1
AMENDED AND RESTATED BYLAWS
OF
SHARED TECHNOLOGIES INC.
(Effective as of June 15, 1994)
ARTICLE I
Identification
Section 1. Name. The name of the corporation is SHARED TECHNOLOGIES
INC. (the "Corporation").
Section 2. Principal Office and Place of Business. The principal office
of the Corporation shall be located at such location, within or without the
State of Delaware, as the board of directors shall designate from time to time.
The board of directors shall have the power and authority to establish and
maintain branch or subordinate offices at any other locations within or without
the State of Delaware. The registered office of the Corporation shall be 1013
Centre Road in Wilmington, Delaware. The registered agent in Delaware shall be
the Corporation Service Company.
ARTICLE II
Shareholders
Section 1. Place of Meetings. Annual and special meetings shall be held
at the principal office of the Corporation or at such other place within or
without the State of Delaware, as may be determined by the board of directors
and designated in the notice of the meeting. A waiver of notice signed by all
shareholders entitled to vote at a meeting may designate any other place as the
place for holding such meeting.
Section 2. Annual Meeting. The annual meeting for the election of
directors, and for the transaction of such other business of the shareholders as
may properly be brought before the meeting, shall be held on the third Tuesday
in May at such place and at such time as may be designated by the board of
directors. If the annual meeting of the shareholders is not held as herein
prescribed, the existing slate of directors shall remain in office and the
election of directors may be held at any meeting thereafter called pursuant to
these bylaws or otherwise lawfully held.
Section 3. Special Meetings. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by law, may be called at
any time by the
Chairman of the board of directors. The Chairman shall call a special meeting of
the shareholders upon written request of the shareholders entitled to cast not
less than ten percent (10%) of all the issued and outstanding shares of the
Corporation entitled to vote for the purposes specified in such request. If the
Chairman does not within fifteen (15) days after the receipt of such
shareholders request call such meeting, the shareholders may call the same. The
general purpose or purposes for which a special meeting is called shall be
stated in the notice thereof and no other business shall be transacted at the
meeting, unless all shareholders entitled to vote are present and consent
thereto.
Section 4. Notice of Meeting. Written or printed notice stating the
place, day, and hour of any shareholders' meeting and, in case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered not less than ten (10) nor more than sixty (60) days before the date
of the meeting, unless a greater period of notice is required by law in a
particular case, either personally or by mail, to each shareholder of record
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, addressed to the shareholder
at his address as it appears on the stock transfer books of the Corporation,
with postage thereon prepaid; provided, however, that in the case of
shareholders who are employees of the Corporation delivery at the office address
of such employee shall be sufficient. Any matter relating to the affairs of the
Corporation may be brought up for action at the annual meeting of shareholders,
whether or not stated in the notice of the meeting; provided, however, that
unless stated in the notice of the meeting, no bylaw may be brought up for
adoption, amendment or repeal and no matter, other than the election of
directors, may be brought up which expressly requires the vote of shareholders.
Section 5. Waiver of Notice. Notice of any shareholders' meeting may be
waived in writing by any shareholder either before or after the time stated
therein and, if any person present at a shareholders' meeting does not protest,
prior to or at the commencement of the meeting, the lack of proper notice, such
person shall be deemed to have waived notice of such meeting.
Section 6. Record Date. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders, or any
adjournment thereof, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of such shareholders for any other
proper purpose, the directors of the Corporation shall fix in advance a date as
the record date for any such determination of shareholders, which date shall not
be more than sixty (60) nor less than ten (10) days before the date of such
meeting of shareholders, nor more than sixty (60) days prior to any other
action. If no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a distribution, the date on which notice of the
meeting is mailed or the date on which the resolution of the directors declaring
such distribution is adopted, shall be the record date for such determination of
shareholders. The record date is effective as of the close of business on such
date. When a determination of shareholders entitled to vote at
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any meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof which is thirty (30) days
or less.
Section 7. Voting Lists and Inspection. The officer of the Corporation
having responsibility for the share transfer books shall make, or cause to be
made, at least ten (10) days before each meeting of shareholders, a complete
list or other equivalent record of the shareholders entitled to vote at such
meeting, arranged in alphabetical order, with the address of, and the number and
class of shares held by, each. Such list or other equivalent record shall, for a
period of ten (10) days prior to such meeting, be kept on file at the principal
office of the Corporation and shall be subject to inspection by any shareholders
during usual business hours for any proper purpose in the interest of the
shareholder or of the Corporation. Such list or equivalent record shall also be
produced and kept open to such inspection during the whole time of the meeting.
The original share transfer book shall be prima facie evidence as to the
shareholders entitled to inspect such list or other equivalent record.
Section 8. Quorum and Adjournment of Shareholders' Meetings. At any
meeting of shareholders at least one-third of the outstanding shares of the
Corporation entitled to vote at such meeting, and represented in person or by
proxy, shall constitute a quorum of the shareholders, unless the representation
of a larger number shall be required by law, and, in that case, the
representation of the number so required shall constitute a quorum. If a larger
number shall be required by law and less than said number of the outstanding
shares are represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice until a quorum is
present or represented, at which time any business may be transacted which might
have been transacted at the meeting as originally notified; provided, however,
that the adjournment does not exceed thirty (30) days. The shareholders present
at a duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of any shareholders, unless the absence of a
quorum is specifically noted, by the chairman of the meeting.
Section 9. Voting. At each meeting of the shareholders, every
shareholder entitled to vote shall have one vote for each share of stock
registered in his or her name as of the record date for said meeting. Upon the
demand of any shareholder, the vote upon any question before the meeting shall
be by written ballot; provided, however, that the election of the board of
directors shall not be by written ballot. All questions shall be decided by
majority vote except as otherwise provided by these bylaws, the certificate of
incorporation, or laws of the State of Delaware.
Section 10. Proxies. Each shareholder entitled to vote at a meeting of
shareholders may authorize another person or persons to act for him by proxy.
All proxies shall be in writing and shall be filed with the Secretary of the
Corporation before being voted. A proxy shall not be voted or acted upon after
three (3) years from its date of execution unless it specifies a longer length
of time for which it is to continue in force or limits its use to a particular
meeting not yet held.
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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 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.
Section 11. Shareholders' Action Without Meeting. Any action which is
required or permitted to be taken at any meeting of shareholders may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken is signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to take such action at a meeting at which all shares entitled to vote
thereon were present and voted. Prompt notice of the taking of corporate action
without a meeting by less than unanimous written consent shall be given to those
shareholders who have not consented in writing to such action.
The Secretary of the Corporation shall file such consent or consents, or
certify the tabulations of such consents and file such certificate with the
minutes of the shareholders.
Section 12. Irregular Shareholders' Meetings. Actions taken at any meeting of
shareholders, however called and with whatever notice, if any, are as valid as
though taken at a meeting duly called and held with notice if:
(a) all shareholders entitled to vote were present in person or by
proxy and no objection to holding the meeting was made by any shareholder; or
(b) a quorum was present, either in person or by proxy, and no objection
to holding the meeting was made by any shareholder entitled to vote and not
present, and if, either before or after the meeting, each of the persons
entitled to vote, not present in person or by proxy, signs a written waiver of
notice, or a consent to the holding of the meeting, or an approval of the action
taken as shown by the minutes thereof. All such waivers, consents or approval
shall be filed with the corporate records or be made a part of the minutes. The
absence from the minutes of any indication that a shareholder objected to
holding the meeting shall prima facie establish that no such objection was made.
Section 13. Order of Business. The order of business at the annual
meeting of the shareholders and, insofar as practical, at all other meetings of
shareholders, shall be established by the Chairman.
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ARTICLE III
Board of Directors
Section 1. General Powers. The business and affairs of the Corporation
shall be managed by the board of directors. The board of directors shall be
divided into three classes, designated Classes I, II and III, which shall be as
nearly equal in number as possible. The initial directors of Class I shall be
elected to hold office for a term expiring at the annual meeting of stockholders
in 1995, the initial directors of Class II shall be elected to hold office for a
term expiring at the annual meeting of stockholders in 1996, and the initial
directors of Class III shall be elected to hold office for a term expiring at
the annual meeting of stockholders in 1997. At each annual meeting of
stockholders following such initial classification and election, the respective
successors of each class shall be elected for three-year terms.
Section 2. Number, Election and Term of Office. The number of directors
shall be fixed from time to time by resolution of the board of directors, but
shall not be less than three (3) nor more than eleven (11). In case of any
increase in the number of directors in advance of an annual meeting of
stockholders, each additional director shall be elected by the directors then in
office, although less than a quorum, to hold office until the next election of
the class for which such director shall have been chosen, and until his
successor shall have been duly elected and qualified (subject to Section 3 of
this Article III). No decrease in the number of directors shall shorten the term
of any incumbent director. Any newly-created or eliminated directorships
resulting from an increase or decrease shall be apportioned by the board of
directors among the three classes of directors so as to maintain such classes as
nearly equal as possible. It shall not be a qualification of office that the
directors be residents of the State of Delaware or stockholders of the
Corporation.
Section 3. Vacancies. In case of any vacancy in the board of directors
through death, resignation, retirement, removal, disqualification or other
cause, the remaining directors, by vote of a majority thereof, shall elect a
successor to hold office for the unexpired portion of the term of office of the
class for which such vacancy occurs, and until the election of his successor.
Any director elected by the remaining board of directors to fill a vacancy
created by any of the foregoing reasons or by an increase in the number of
directors constituting the entire board of directors must subsequently be
approved or confirmed by the holders of a majority of the shares of common stock
of the Corporation present in person, or represented by proxy, and entitled to
vote at the next annual meeting of stockholders. If the director elected to fill
such vacancy by the board of directors is not subsequently approved by the
stockholders, and if another candidate is not elected at the annual meeting of
stockholders in accordance with federal securities laws and these bylaws, then
the number of directors constituting the entire board of directors will
automatically be reduced and, if necessary, the number of directors serving in
each class will be reapportioned so that the number of directors serving in each
class will be as nearly equal as possible.
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Section 4. Meetings. The board of directors shall meet each year
following the annual meeting of the shareholders and shall hold regular meetings
on the third Tuesday of January, March, May, July, September and November.
Meetings of the board of directors, regular or special, may be held either
within or without the State of Delaware. Regular meetings may be held with or
without notice. Neither the business to be transacted at, nor the purpose of,
any regular or special meeting need be specified in the notice or waiver of
notice, unless otherwise provided by law, the certificate of incorporation or
these bylaws.
One or more directors, or a member of a committee of the board of
directors, may participate in a meeting of the board of directors or such
committee by means of a conference telephone or similar communications equipment
enabling all directors participating in the meeting to hear one another, and
such participation in a meeting shall constitute presence in person at such
meeting.
Section 5. Special Meetings. Special meetings of the board of directors
may be called by or at the request of the Chairman or any three (3) directors.
At least two (2) days' written or oral notice of special meetings of the
directors shall be given to each director.
Section 6. Notice and Waiver. The attendance of a director at a meeting
shall constitute a waiver of notice of such meeting, except when a director
attends a meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened.
Section 7. Quorum and Voting. A majority of the authorized number of
directors shall constitute a quorum for the transaction of business. If, at any
meeting of the board of directors, less than a quorum is present, a majority of
those directors present may adjourn the meeting from time to time without
further notice. The act of a majority of the directors present at a duly called
meeting at which a quorum is present at the time of the act shall be the act of
the board of directors. The affirmative vote of the directors holding a majority
of the directorships shall be required for action by the board of directors on
any matter whatsoever.
Section 8. Action Without Meeting. Any action which is required or
permitted to be taken at any meeting of the board of directors, or a committee
thereof, may be taken without such a meeting; provided, however, that all of the
directors or all of the members of a committee thereof, as the case may be,
severally or collectively consent in writing to such action before or after the
time such action is taken. The Secretary of the Corporation shall file such
consents with the minutes of the meeting of the board of directors.
Section 9. Presumption of Assent. A director of the Corporation who is
present at a meeting of the directors at which action on any corporate matter is
taken shall be
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presumed to have assented to the action taken unless a dissent shall be entered
in the minutes of the meeting or unless he shall file a written dissent to such
action with the person acting as the clerk of the meeting before the adjournment
thereof or shall forward such dissent by registered mail to the Secretary of the
Corporation within five days after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such action.
Section 10. Executive Committee. The board of directors shall designate
three (3) directors to constitute an executive committee. The executive
committee shall have and may exercise all of the authority of the board of
directors subject, however, to any limitations the board of directors may place
on such authority from time to time by resolution.
Section 11. Audit Committee. The board of directors shall designate
three (3) directors to constitute an audit committee. The audit committee shall
have and may exercise such authority and perform such acts as the board of
directors may from time to time direct by resolution and/or as required by
applicable law.
Section 12. Compensation Committee. The board of directors shall
designate four (4) directors to constitute a compensation committee. The
compensation committee shall set the compensation of the President and review,
from time to time, the compensation policies and procedures of the Corporation.
The compensation committee shall have and may exercise such other authority and
perform such other acts as the board of directors may, from time to time, direct
by resolution.
Section 13. Ad Hoc Committees. The board of directors may designate one
(1) or more directors to constitute such ad hoc committees as the board of
directors shall deem necessary or appropriate. Each such committee shall have
and may exercise all such authority of the board of directors as shall be
provided in the resolution establishing such committee, subject to the
provisions of the certificate of incorporation.
Section 14. Committee Minutes. Each committee shall keep minutes of its
proceedings, copies of which shall be provided to each and every member of the
board of directors.
Section 15. Alternate Committee Members. The board of directors may
designate one (1) or more directors to serve as alternate members of any
committee. An alternate may replace any disqualified or absent member of the
committee with respect to which he was designated to serve as an alternate
member; provided, however, that in the event of the death or resignation of any
permanent committee member the board of directors must designate a replacement
and the alternate may not act in such member's place.
Section 16. Compensation of Directors. The board of directors shall
determine the compensation, if any, to be paid to the directors for their
services as directors, including reasonable allowance for expenses actually
incurred in connection with their duties.
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Nothing herein contained shall be construed to preclude any director from
serving the Corporation in any other capacity and receiving compensation thereof
when properly authorized.
Section 17. [Intentionally Omitted.]
Section 18. Resignation. A director may resign at any time by giving
written notice to the board of directors, the Chairman, or the Secretary of the
Corporation. Unless otherwise specified in the notice, the resignation shall be
effective immediately upon receipt thereof by the Corporation, and the
acceptance of the resignation shall not be necessary to make it effective.
Section 19. Interested Directors. A contract or other transaction
between the Corporation and a director or a member of his immediate family or
between the Corporation and any other corporation, firm, association or entity
in which a director of the Corporation and members of his immediate family have
an interest shall not be either void or voidable and such director shall not
incur any liability, merely because such director is a party thereto or because
of such family relationship or interest if: (i) such family relationship or such
interest, if it is a substantial interest, is fully disclosed and the contract
or transaction is not unfair as to the Corporation and is authorized by (a)
directors or other persons who have no substantial interest in such contract or
transaction in such manner as to be effective without the vote, assent or
presence of the director concerned or (b) the written consent of all the
directors who have no substantial interest in such contract or transaction,
whether or not such directors constitute a quorum of the Board of directors; or
(ii) such family relationship or such interest, if it is a substantial interest,
is fully disclosed and the contract or transaction is approved by the
affirmative vote of the holders of a majority of the voting power of the shares
entitled to vote; or (iii) the contract or transaction is not with the director
or a member of his immediate family and any such interest is not substantial or
(iv) the contract or transaction is fair as to the Corporation. A contract or
other transaction between a director or a member of his immediate family with a
third party which might otherwise have been entered into by the Corporation and
such third party shall be deemed authorized if effected in compliance with this
section.
In the absence of fraud (without giving effect to the meaning of that
term under the applicable Federal or state securities law), no director engaging
in a transaction authorized under the provisions hereof shall be liable to the
Corporation or to any shareholder or creditor thereof, or to any other person
for any loss incurred by it under or by reason of such contract or transaction,
nor shall any such director be accountable for any gains or profits realized
therefrom.
Section 20. Determination of Terms and Conditions of Additional Classes
of Stock. The board of directors is authorized to fix and determine terms,
limitations and relative rights and preferences of any preferred or special
class of shares.
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ARTICLE IV
Officers
Section 1. Officers. The Board of Directors shall appoint as officers of
the Corporation a President, a Secretary, a Treasurer and any number of Vice
Presidents. The board of directors may elect a Chairman of the board of
directors and may, in its discretion, appoint such other officers and assistant
officers as the business of the Corporation may require. Any individual may hold
more than one office; provided, however, that no one individual may hold the
offices of President and Secretary.
Section 2. Election and Term of Office. The officers of the Corporation
shall be appointed or elected by the board of directors in such manner as they
may prescribe. Each officer shall hold office for a term of one (1) year and
until a successor is elected and qualified, or until the death, resignation or
removal of such officer.
Section 3. Removal. Any officer or agent may be removed by the board of
directors at any time, with or without cause and with or without notice or
hearing. Such removal shall be without prejudice to the contract rights, if any,
of the person so removed.
Section 4. Vacancies. A vacancy in any office because of death,
resignation, removal or otherwise, may be filled by the board of directors for
the unexpired portion of the term.
Section 5. Chairman. The Chairman shall preside at all meetings of
shareholders and directors and shall have such powers as may be conferred from
time to time by the board of directors. He shall be a member of all committees
of the board of directors.
Section 6. President. The President shall be the chief executive officer
of the Corporation; he shall have general and active management of the business
of the Corporation, shall see that all orders and resolutions of the board of
directors are carried into effect, subject, however, to the right of the board
of directors to delegate any specific powers, except as may be exclusively
conferred on the President by law, to the Chairman or any other officer of the
Corporation. He shall execute bonds, mortgages and other contracts requiring a
seal under the seal of the Corporation. He shall be an EX-OFFICIO member of all
committees of the Board of Directors except when the office of Chairman and
President are held by the same individual, and shall have the general power and
duties of supervision and management usually vested in the office of President
of a corporation.
Section 7. Vice Presidents. In the absence of the President or in the
event of the inability or refusal to act of the President, the Vice-President,
if one is appointed, or if there shall be more than one Vice-President, the Vice
Presidents in the order designated by the directors (or if there be no such
designation, then in the order of their election)
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shall perform the duties of the President, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the President. The
Vice Presidents shall perform such other duties and have such other powers as
the board of directors may from time to time prescribe.
Section 8. Secretary. The Secretary shall attend all meetings of the
board of directors and all meetings of the shareholders and act as clerk
thereof, and record all votes of the directors and shareholders and the minutes
of all proceedings of the directors and shareholders in a book to be kept for
that purpose and shall perform like duties for the committees of the board of
directors when required. The Secretary shall give, or cause to be given, all
notices required by law or these bylaws, and shall perform such other duties as
may be prescribed by the board of directors or President, under whose
supervision he shall be. The Secretary shall have custody of the corporate seal
of the Corporation and he, or an Assistant Secretary, shall have authority to
affix the same to any instrument requiring it and when so affixed, it may be
attested by his signature or by the signature of an Assistant Secretary. The
board of directors may give general authority to any other officer to affix the
corporate seal of the Corporation and to attest to the affixing by his
signature.
Section 9. Assistant Secretary. The Assistant Secretary, if one shall be
appointed, or if there be more than one, the Assistant Secretaries in the order
determined by the board of directors (or if there be no such determination, then
in the order of their election) shall, in the absence of the Secretary or in the
event of his inability or refusal to act, perform the duties and exercise the
powers of the Secretary and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.
Section 10. Treasurer. The Treasurer shall have charge and custody of
and be responsible for all funds and securities of the Corporation, keep full
and accurate accounts of receipts and disbursements and other customary
financial records of the Corporation, deposit all monies and valuable effects in
the name and to the credit of the Corporation in depositories designated by the
board of directors, disburse the funds of the Corporation as may be ordered by
the board of directors or the President, taking proper vouchers for such
disbursements, render to the board of directors or the President whenever they
request an accounting of all of his transactions as Treasurer or of the
financial condition of the Corporation and, in general, perform such other
duties as may from time to time be assigned to him by the board of directors or
by the President or as are incident to the office of Treasurer.
Section 11. Assistant Treasurer. The Assistant Treasurer, if one shall
be appointed, or if there shall be more than one, the Assistant Treasurers in
the order determined by the board of directors (or if there be no such
determination, then in the order of their election) shall, in the absence of the
Treasurer or in the event of his inability or refusal to act, perform the duties
and exercise the powers of the Treasurer and
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shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.
Section 12. Absence or Disability of Officers. In the case of the
absence or disability of any officer of the Corporation and of any person hereby
authorized to act in his place during his absence or disability, the board of
directors may by resolution delegate the powers and duties of such officer to
any other officer, or to any director, or to any other person whom it may
select.
ARTICLE V
Issue and Transfer of Stock
Section 1. Certificate for Shares. Certificates representing shares of
the Corporation shall be in such form as shall be determined by the board of
directors. Such certificates shall be signed by the President and by the
Secretary or by such other officers authorized by law and by the board of
directors. All certificates for shares of each class shall be consecutively
numbered or otherwise identified and sealed with the seal of the Corporation.
The names and addresses of the shareholders, the number of shares, and dates of
issue shall be entered on the stock transfer books of the Corporation.
If the Corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the Corporation shall
issue to represent such class or series of stock; provided, however, that,
except as otherwise provided in Section 202 of the General Corporation Law of
Delaware, in lieu of the foregoing requirements, there may be set forth on the
face or back of the certificate which the Corporation shall issue to represent
such class or series of stock, a statement that the Corporation will furnish
without charge to each shareholder who so requests the powers, designations,
preferences and relative participating, optional or other special rights of each
class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights.
Within a reasonable time after the issuance or transfer of
uncertificated stock, the Corporation shall send to the registered owner thereof
a written notice containing the information required to be set forth or stated
on certificates pursuant to Sections 151, 156, 202(a) or 218(a) of the General
Corporation Law of Delaware or a statement that the corporation will furnish
without charge to each shareholder who so requests the powers, designations,
preferences and relative participating, optional or other special rights of each
class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights.
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Any or all of the signatures on a certificate may be facsimile. In case
any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall cease 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 were such officer, transfer
agent or registrar at the date of issue.
Section 2. Subscriptions for Stock. Unless otherwise provided for in the
subscription agreement, subscriptions for shares shall be paid in full at such
time, or in such installments and at such times as shall be determined by the
board of directors. Any call made by the board of directors for payment on
subscriptions shall be uniform as to all shares of the same class or as to all
shares of the same series. In case of default in the payment of any installment
or call when such payment is due, the Corporation may proceed to collect the
amount due in the same manner as any debt due the Corporation; provided,
however, that such subscription is in writing and signed by the subscriber.
Section 3. Issuance of Stock. The board of directors is hereby
authorized and empowered to issue from time to time all or any part of the
shares of its unissued authorized capital stock, as then constituted, for such
consideration, in money or other property, as the board of directors may deem
advisable; and all shares of the capital stock of this Corporation when issued
shall be deemed fully paid and nonassessable and the holders of such shares
shall not be liable thereunder to this Corporation or its creditors.
Section 4. Transfer of Shares.
a. Upon surrender to the Corporation or the transfer agent(s) of the
Corporation, if any, of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the Corporation or the transfer agent(s) of the Corporation, if any,
to issue a new certificate to the person entitled thereto, and cancel the old
certificate; every such transfer shall be entered on the transfer book of the
Corporation which shall be kept at its principal office or the office of its
transfer agent.
b. All certificates surrendered to the Corporation for transfer shall be
cancelled and no new certificate shall be issued until the former certificate
for a like number of shares shall have been surrendered and cancelled.
c. The Corporation shall be entitled to treat the holder of record of
any share as the holder in fact thereof and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person whether or not it shall have express or other notice
thereof, except as expressly provided by law.
Section 5. Lost, Destroyed and Stolen Certificates. Unless otherwise
restricted by law, the Corporation may refuse to issue a certificate in place of
any certificate alleged to
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have been lost, destroyed, stolen, or mutilated except on production of such
terms and indemnification to the Corporation as the directors may prescribe.
ARTICLE VI
Fiscal Year
The fiscal year of the Corporation shall be designated by the board of
directors.
ARTICLE VII
Seal
The corporate seal of this Corporation shall be a circular seal and
shall have inscribed thereon the Corporation's name and state of incorporation.
ARTICLE VIII
Amendments
Section 1. By Directors or Shareholders. The bylaws of the Corporation
may be altered, amended or repealed at any validly called and convened meeting
of the shareholders by the affirmative vote of the holders of a majority of the
voting power of shares entitled to vote thereon represented at such meeting in
person or by proxy and at any validly called and convened meeting of the board
of directors by the affirmative vote of a majority of the directors; provided,
however, that the notice of such meeting shall state that such alteration,
amendment or repeal will be proposed.
Section 2. Record of Changes. Whenever a bylaw is amended or repealed or
a new bylaw is adopted, such action and the date on which it was taken shall be
noted on the original bylaws in the appropriate place or a new set of bylaws
shall be prepared incorporating such changes.
Section 3. Inconsistencies with Certificate of Incorporation. If any
provisions of these bylaws shall be found to be inconsistent with any provisions
of the certificate of incorporation, as presently existing, or as from time to
time amended, the latter shall constitute the controlling authority.
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ARTICLE IX
Miscellaneous
Section 1. Inspection of Corporate Records. The Corporation shall keep
correct and complete books and records of account and shall also keep minutes of
all meetings of shareholders and directors. Additionally, a record shall be kept
at the principal executive office of the Corporation, giving the names and
addresses of all shareholders, and the number and class or classes of shares
held by each. The original or a copy of the certificate of incorporation and
bylaws of the Corporation, as amended, or otherwise altered to date, and
certified by the Secretary of the Corporation, shall at all times be kept at the
principal office of the Corporation and shall be open to inspection by all
shareholders of record or holders of voting trust certificates at all reasonable
times during the business hours of the Corporation.
At intervals of not more than twelve (12) months, the Corporation shall
prepare a balance sheet showing the financial condition of the Corporation as of
a date not more than four (4) months prior thereto and a profit and loss
statements respecting its operation for the twelve months preceding such date.
The balance sheet and a profit and loss statement shall be deposited at the
principal office of the Corporation and kept for at least ten years from such
date.
Any shareholder of record shall, upon written request under oath to the
Corporation stating the purpose thereof, have the right to conduct an
examination in person, or by agent or attorney, at any reasonable time, for a
specified, reasonable and proper purpose, of the Corporation's stock transfer
books, a list of its shareholders and the board of directors, these bylaws, its
minutes of the meetings of shareholders and the board of directors, and its
other books and records, and to make copies and extracts thereof. A specified,
reasonable and proper purpose shall mean a purpose reasonably related to such
person's interest as a shareholder. In every instance, where an attorney or
other agent shall be the person who seeks the right to inspection, the demand
under oath shall be accompanied by a power of attorney or such other writing
which authorizes the attorney or other agent to so act on behalf of the
shareholder.
Section 2. Notices. Whenever, under the provisions of applicable law,
the certificate of incorporation or these bylaws, notice is required to be given
to any director or shareholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or shareholder, at his address as it appears on the records of the
Corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail;
provided, however, that in the case of shareholders which are employees of the
Corporation delivery at the office address of such employee shall be sufficient.
Notice to directors may also be given by telegram, and, where specifically
provided for herein, orally.
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Section 3. Waiver of Notice. Unless otherwise provided by law, whenever
any notice is required to be given to any shareholder or director of the
Corporation under the provisions of these bylaws or under the provisions of the
certificate of incorporation, a waiver thereof in writing, signed by the person
or persons entitled to such notice shall be deemed equivalent to the giving of
such notice. Attendance in person at any meeting shall constitute waiver of
notice unless such attendance is for the purpose of contesting proper notice of
the meeting.
ARTICLE X
Certification
These amended and restated bylaws have been prepared pursuant to a
resolution duly adopted by the board of directors and the stockholders dated
June 8, 1994, and are the true and correct bylaws of the Corporation as of the
effective date.
In Witness Whereof, the undersigned, Kenneth M. Dorros, Secretary of
the Corporation has set his hand and seal of the Corporation as of the 15th day
of June, 1994.
/s/Kenneth M. Dorros
Kenneth M. Dorros
Secretary