Exhibit 3.9
BY-LAWS
of
GTECH Rhode Island Corporation
ARTICLE I
ARTICLES OF INCORPORATION AND PROVISIONS OF LAW
These by-laws, the powers of GTECH Rhode Island Corporation (the
"Corporation") and of its directors and shareholders and all matters concerning
the conduct and regulation of the business of the Corporation shall be subject
to such provisions in regard thereto, if any, as are provided by law or set
forth in the Articles of Incorporation. All references herein to the Articles of
Incorporation shall be construed to mean the Articles of Incorporation of the
Corporation as from time to time amended.
ARTICLE II
OFFICES
SECTION 2.01. Principal Office. The principal office of the Corporation
shall be located in West Greenwich, Rhode Island or such other place within or
without the State of Rhode Island as may be determined by the Board of Directors
from time to time.
SECTION 2.02. Other Offices. The Corporation may also have an office or
offices at such other place or places either within or without the State of
Rhode Island as the Board of Directors may from time to time determine or the
business of the Corporation may require.
ARTICLE III
MEETINGS OF SHAREHOLDERS
SECTION 3.01. Place of Meetings. All meetings of the shareholders of the
Corporation shall be held at the principal office of the Corporation or at such
other place, within or without the State of Rhode Island, as shall be fixed by
the Board of Directors and specified in the respective notices or waivers of
notice of said meetings.
SECTION 3.02. Annual Meetings. (a) The annual meeting of the shareholders
for the election of directors and for the transaction such other business as may
come before the of meeting shall be held at ten o'clock in the forenoon, local
time, on the second Tuesday in June in each year, if not a legal holiday, and,
if a legal holiday, then on the next succeeding business day not a legal
holiday, (b) In respect of the annual meeting for any particular year the Board
of Directors may, by resolution, fix a different day, time or place (either
within or without the State of Rhode Island) for the annual meeting, (c) If such
annual meeting is omitted by oversight or otherwise on the day herein provided
therefor, a special meeting may be held in place thereof, and any business
transacted or elections held at such special meeting shall have the same effect
as if transacted or held at the annual meeting. The purposes for which an annual
meeting is to be held, in addition to those prescribed by law or these bylaws,
may be specified by a majority of the Board of Directors, the President or a
shareholder or shareholders holding of record at least ten percent (10%) in
voting power of the outstanding shares of the Corporation entitled to vote at
such meeting.
SECTION 3.03. Special Meetings. A special meeting of the shareholders for
any purpose or purposes, unless otherwise prescribed by statute, may be called
at any time by the Chairman of the Board or the President, by order of the Board
of Directors or upon the written request of a shareholder or shareholders
holding of record at least fifty percent (50%) in voting power of the
outstanding shares of the Corporation entitled to vote at such meeting.
SECTION 3.04. Notice of Meetings. Notice of each meeting of the
shareholders shall be given to each shareholder of record entitled to vote at
such meeting at least ten (10) days but not more than fifty (50) days before the
day on which the meeting is to be held. Such notice shall be given by delivering
a written or printed notice thereof personally or by mail. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail,
postage prepaid, addressed to the shareholder at the post office address of such
shareholder as it appears upon the stock record books of the Corporation, or at
such other address as such shareholder shall have provided to the Corporation
for such purpose. No publication of any notice of a meeting of shareholders
shall be required. Every such notice shall state the time and place of the
meeting, and, in case of a special meeting, shall state the purpose or purposes
thereof. Notice of any meeting of shareholders shall not be required to be given
to any shareholder who shall attend such meeting in person or by proxy or who
shall waive notice thereof in the manner hereinafter provided. Notice of any
adjourned meeting of the shareholders shall not be required to be given.
SECTION 3.05. Quorum. At each meeting of the shareholders, a majority of
the outstanding shares of the Corporation entitled to vote, represented in
person or by proxy, shall constitute a quorum for the transaction of business.
In the absence of a quorum, a majority of the shares so represented at such
meeting, or, in the absence of all the shareholders entitled to vote, any
officer entitled to preside or to act as secretary at such meeting, may adjourn
the meeting from time to time without further notice. At any such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed. The absence from any meeting of shareholders holding a sufficient
number of shares required for action on any given matter shall not prevent
action at such meeting upon any other matter or matters which properly come
before the meeting, if shareholders holding a sufficient number of shares
required for action on such other matter or matters shall be present. The
shareholders present or represented at any duly organized meeting may continue
to transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
SECTION 3.06. Voting. Each shareholder of the Corporation shall, whether
the voting is by one or more classes voting separately or by two or more classes
voting as one class, be entitled to one vote in person or by proxy for each
share of the Corporation registered in the name of such shareholder on the books
of the Corporation (a) on the date fixed pursuant to Section 11.04 of these
by-laws as the record date for the determination of stockholders entitled to
vote at such meeting, or (b) if no record date shall have been filed, then the
record date shall be at the close of business on the date next preceding the day
on which notice of such meeting is given. The Corporation shall not vote
directly or indirectly any shares held in its own name. Any vote of shares may
be given by the shareholder entitled to vote such shares in person or by proxy
appointed by an instrument in writing. At all meetings of the shareholders at
which a quorum is present, all matters (except where other provision is made law
or by these by-laws) shall be decided by the affirmative vote of holders of a
majority of the shares present in person or represented by proxy and entitled to
vote thereat.
ARTICLE IV
BOARD OF DIRECTORS
SECTION 4.01. General Powers. The property, affairs and business of the
Corporation shall be managed by the Board of Directors, and the Board shall
have, and may exercise, all of the powers of the Corporation, except such as are
conferred by these by-laws upon the shareholders. The Board of Directors shall
have the power by vote to create from time to time such committee or committees
of directors, officers, employees or other persons designated by it for the
purpose of advising with the Board, and the officers and employees of the
Corporation in all such matters as the Board shall deem advisable and with such
sanctions and duties as the Board shall by vote prescribe.
SECTION 4.02. Number, Qualifications and Term of Office. The number of
directors to constitute the Board of Directors shall be such number, not less
than one (1) nor more than ten (10) as shall be fixed from time to time by the
shareholders at any annual meeting or at any special meeting called for the
purpose; provided, however, that between such meetings of shareholders the
number so fixed may at any time be increased or decreased, subject to the
above-specified limits, by the affirmative vote of a majority of the Board of
Directors. The number of directors and the names and addresses of the persons
constituting the initial Board of Directors shall be as set forth in the
Articles of Incorporation, except (a) any such person who shall decline such
office by a writing filed with the Corporation shall not be a director, and
(b) until the issuance of any capital stock of the Corporation entitled to vote
upon the election of directors, the incorporators may remove any director so
named and may elect new directors. Thereafter, directors shall be elected by the
shareholders at each annual meeting of shareholders, or at any special meeting
held in place thereof, except as provided in this Article. Each director shall
hold office until the next annual election of directors and until his successor
shall have been duly elected and qualified, or until the death, resignation or
removal of such directors in the manner herein provided. No director need be a
shareholder.
SECTION 4.03. Election of Directors. Subject to any provisions in the
Articles of Incorporation providing for cumulative voting, at each meeting of
the shareholders for the election of directors at which a quorum is present, the
persons receiving the greatest number of votes shall be the directors, and each
shareholder entitled to vote at such election shall have the right to vote, in
person or by proxy, for as many nominees as the number of directors fixed as
constituting the Board of Directors and to cast for each such nominee as many
votes as the number of shares which such shareholder is entitled to vote,
without the right to cumulate such votes.
SECTION 4.04. Quorum and Manner of Acting. A majority of the total number
of directors at the time in office shall constitute a quorum for the transaction
of business at any meeting, and except as otherwise provided by these by-laws,
the act of a majority of the directors present at any meeting at which a quorum
is present shall be the act of the Board of Directors. In the event the
Secretary is informed that one or more of the directors shall be disqualified to
vote at such meeting, then the required quorum shall be reduced by one for each
such director so absent or disqualified; provided, however, that in no event
shall the quorum as adjusted be less than one-third of the total number of
directors. In the absence of a quorum, a majority of the directors present may
adjourn any meeting from time to time without further notice until a quorum be
had. The directors shall act only as a Board, and the individual directors shall
have no power as such.
SECTION 4.05. Place of Meetings. The Board of Directors may hold its
meetings at any place within or without the State of Rhode Island as it may from
time to time determine or shall be specified or fixed in the respective notices
or waivers of notice thereof.
SECTION 4.06. Annual Meeting. The Board of Directors shall meet for the
purpose of organization, the election of officers and the transaction of other
business, as soon as practicable after each annual election of directors on the
same day and at the same place at which such election of directors was held.
Notice of such meeting need not be given. Such meeting may be held at any other
time or place which shall be specified in a notice given as hereinafter provided
for special meetings of the Board of Directors or in a consent and waiver of
notice thereof signed by all the directors.
SECTION 4.07. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such places and at such times as the Board shall from time to
time by vote determine. If any day fixed for a regular meeting shall be a legal
holiday at the place where the meeting is to be held, then the meeting which
would otherwise be held on that day shall be held at the same hour on the next
succeeding business day not a legal holiday. Notice of regular meetings need not
be given.
SECTION 4.08. Special Meetings; Notice. Special meetings of the Board of
Directors shall be held whenever called by the Chairman of the Board or the
President or by not less than twenty-five percent (25%) of the members of the
Board of Directors. Notice of each such meeting shall be given by, or at the
order of, the Secretary or the person calling the meeting to each director by
mailing the same addressed to the director's residence or usual place of
business, or personally by delivery or by telegraph, cable or telephone, at
least one (1) day before the day on which the meeting is to be held. Every such
notice shall state the time and place of the meeting but need not state the
purpose thereof except as otherwise in these by-laws expressly provided.
SECTION 4.09. Presumption of Assent. A director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as the secretary
of the meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.
SECTION 4.10. Telephone Meetings. Meetings of the Board of Directors,
regular or special, may be held by means of a telephone conference circuit and
connection to such circuit shall constitute presence at such meeting.
SECTION 4.11. Removal of Directors. Any director may be removed, either
with or without cause, at any time, by the affirmative vote of the holders of
record of a majority of the issued and outstanding shares entitled to vote for
the election of directors of the Corporation given at a special meeting of the
shareholders called and held for the purpose.
SECTION 4.12. Resignation. Any director of the Corporation may resign at
any time by giving written notice to the Board of Directors or to the Chairman
of the Board or to the Secretary of the Corporation. The resignation of any
director shall take effect at the time specified therein; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.
SECTION 4.13. Vacancies. Subject to any provisions of the Articles of
Incorporation providing for cumulative voting, any vacancy in the Board of
Directors caused by death, resignation, removal, disqualification, an increase
in the number of directors, or any other cause, may be filled by a majority vote
of the remaining directors then in office, though less than a quorum, at any
regular meeting or special meeting, including the meeting at which any such
vacancy may arise, or by the shareholders of the Corporation at the meeting at
which any such vacancy may arise or the next annual meeting or any special
meeting, and each director so elected shall hold office until the next annual
election of directors, and until a successor shall have been duly elected and
qualified, or until the death or resignation or removal of such director in the
manner herein provided. ARTICLE V
COMMITTEES
SECTION 5.01. Appointment. The Board of Directors may designate two or more
of its members to constitute an Executive Committee. The designation of such
committee and the delegation thereto of authority shall not operate to relieve
the Board of Directors, or any member thereof, of any responsibility imposed by
law.
SECTION 5.02. Authority. The Executive Committee, when the Board of
Directors is not in session, shall have and may exercise all of the authority of
the Board of Directors except to the extent, if any, that such authority shall
be limited by the resolution appointing the Executive Committee and except also
that the Executive Committee shall not have the authority of the Board of
Directors in reference to amending the Articles of Incorporation, adopting a
plan of merger or consolidation, recommending to the shareholders the sale,
lease or other disposition of all or substantially all of the property and
assets of the Corporation otherwise than in the usual and regular course of its
business, recommending to the shareholders a voluntary dissolution of the
Corporation or a revocation thereof, increasing the number of directors
constituting the Board of Directors, filling any vacancies on the Board of
Directors, removing or electing any officer of the Corporation or amending the
by-laws of the Corporation.
SECTION 5.03. Tenure and Qualifications. Each member of the Executive
Committee shall hold office until the next regular annual meeting of the Board
of Directors following designation and until a successor is designated as a
member of the Executive Committee and is elected and qualified or until the
death or resignation or removal of such member in the manner herein provided.
SECTION 5.04. Meetings. Regular meetings of the Executive Committee may be
held without notice at such times and places as the Executive Committee may fix
from time to time by resolution. Special meetings of the Executive Committee may
be called by any member thereof upon not less than one (1) day's notice stating
the place, date and hour of the meeting, which notice may be written or oral,
and if mailed, shall be deemed to be delivered when deposited in the United
States mail addressed to the member of the Executive Committee at such member's
business address. Any member of the Executive Committee may waive notice of any
meeting and no notice of any meeting need be given to any member thereof who
attends in person. The notice of a meeting of the Executive Committee need not
state the business proposed to be transacted at the meeting.
SECTION 5.05. Telephone Meetings. Meetings of the Executive Committee may
be held by means of a telephone conference circuit and connection to such
circuit shall constitute attendance at such meeting.
SECTION 5.06. Quorum. A majority of the members of the Executive Committee
shall constitute a quorum for the transaction of business at any meeting
thereof, and action of the Executive Committee shall be authorized by the
affirmative vote of a majority of the members present at a meeting at which a
quorum is present.
SECTION 5.07. Vacancies. Any vacancy in the Executive Committee may be
filled by a resolution adopted by the Board of Directors.
SECTION 5.08. Resignations and Removal. Any member of the Executive
Committee may be removed at any time with or without cause by the Board of
Directors. Any member of the Executive Committee may resign from the Executive
Committee at any time by giving written notice to the President or Secretary of
the Corporation, and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
SECTION 5.09. Procedure. The Executive Committee may elect a presiding
officer from its members and may fix its own rules of procedure which shall not
be inconsistent with these by-laws. It shall keep regular minutes of its
proceedings and report the same to the Board of Directors for its information at
the meeting thereof held next after the proceedings shall have been taken.
SECTION 5.10. Additional Committees. The Board of Directors may from time
to time create such additional committees of directors, officers, employees or
other persons designated by it (or any combination of such persons) for the
purpose of advising the Board, the Executive Committee and the officers and
employees of the Corporation in all such matters as the Board shall deem
advisable and with such functions and duties as the Board shall by resolutions
prescribe.
ARTICLE VI
WAIVER OF NOTICE; WRITTEN CONSENT
SECTION 6.01. Waiver of Notice. Notice of the time, place and purpose of
any meeting of the shareholders, Board of Directors, Executive Committee or
other committee may be waived in writing by any shareholder or director either
before or after such meeting. Attendance in person, or in case of a meeting of
the shareholders, by proxy, at a meeting of the shareholders, Board of
Directors, Executive Committee or other committee shall be deemed to constitute
a waiver of notice thereof.
SECTION 6.02. Written Consent of Shareholders. (a) Any action required or
permitted to be taken at a meeting of shareholders may be taken without a
meeting if all of the shareholders entitled to vote thereon, or their proxies,
shall consent in writing to such action.
(b) To the extent authorized by the Articles of Incorporation, any
action required or permitted to be taken at a meeting of shareholders may be
taken without a meeting upon the written consent of less than all of the
shareholders entitled to vote thereon, or their proxies, to the extent and in
the manner permitted by Section 7-1.1-30.3(b) of the Rhode Island Business
Corporation Act, as amended from time to time.
SECTION 6.03. Written Consent of Directors. Unless otherwise restricted by
the Articles of Incorporation or these by-laws, any action required or permitted
to be taken at any meeting of the Board of Directors, Executive Committee or
other committee may be taken without a meeting if a consent in writing, setting
forth the action so to be taken, shall be signed before or after such action by
all of the directors, or all of the members of the Executive Committee or other
committee, as the case may be. Such written consent shall be filed with the
records of the Corporation.
ARTICLE VII
OFFICERS
SECTION 7.01. Number. The officers of the Corporation shall be a President,
a Secretary, a Treasurer, and such other officers as the Board of Directors may
from time to time appoint, including a Chairman of the Board, one or more Vice
Chairmen, one or more Vice Presidents, one or more Assistant Secretaries, one or
more Assistant Treasurers and a Director of Taxes. One person may hold the
offices and perform the duties of any two or more of said officers.
SECTION 7.02. Election, Qualifications and Term of Office. Each officer
shall be elected annually by the Board of Directors, or from time to time to
fill any vacancy, and shall hold office until a successor shall have been duly
elected and qualified, or until the death, resignation or removal of such
officer in the manner hereinafter provided.
SECTION 7.03. Removal. Any officer may be removed by the vote of a majority
of the whole Board of Directors at a special meeting called for the purpose,
whenever in the judgment of the Board of Directors the best interests of the
Corporation will be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the officer so removed. Election or
appointment of an officer or agent shall not of itself create contract rights.
SECTION 7.04. Resignation. Any officer may resign at any time by giving
written notice to the Board of Directors or to the Chairman of the Board, the
President or the Secretary. Any such resignation shall take effect at the date
of receipt of such notice or at any later time specified therein; and unless
otherwise specified therein the acceptance of such resignation shall not be
necessary to make it effective.
SECTION 7.05. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled for
the unexpired portion of the term by the Board of Directors at any regular or
special meeting.
SECTION 7.06. Chairman of the Board. The Chairman of the Board shall be a
director and shall preside at all meetings of the Board of Directors and
shareholders. Subject to determination by the Board of Directors, the Chairman
shall have general executive powers and such specific powers and duties as from
time to time may be conferred or assigned by the Board of Directors.
SECTION 7.07. The President. Subject to determination by the Board of
Directors, the President shall have general executive powers and such specific
powers and duties as from time to time may be conferred or assigned by the Board
of Directors. In the absence of the Chairman of the Board, the President shall
preside at all meetings of the shareholders.
SECTION 7.08. The Vice President. The Vice President, or if there shall be
more than one, the Vice Presidents in the order determined by the Board of
Directors, shall, in the absence or disability of the President, perform the
duties and exercise the powers of the President and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.
SECTION 7.09. The Secretary. The Secretary shall record or cause to be
recorded in books provided for the purpose all the proceedings of the meetings
of the Corporation, including the shareholders, the Board of Directors,
Executive Committee and all committees of which a secretary shall not have been
appointed; shall see that all notices are duly given in accordance with the
provisions of these by-laws and as required by law; shall be custodian of the
records (other than financial) and of the seal of the Corporation; and in
general, shall perform all duties incident to the office of Secretary and such
other duties as may, from time to time, be assigned by the Board of Directors or
the President.
SECTION 7.10. The Assistant Secretaries. At the request, or in absence or
disability, of the Secretary, the Assistant Secretary designated by the
Secretary or the Board of Directors shall perform all the duties of the
Secretary and, when so acting, shall have all the powers of the Secretary. The
Assistant Secretaries shall perform such other duties as from time to time may
be assigned to them by the Board of Directors, the Chairman of the Board, the
President or the Secretary.
SECTION 7.11. The Treasurer. The Treasurer shall have charge and custody
of, and be responsible for, all funds and securities of the Corporation, and
deposit all such funds to the credit of the Corporation in such banks, trust
companies or other depositories as shall be selected in accordance with the
provisions of these by-laws; disburse the funds of the Corporation under the
general control of the Board of Directors, based upon proper vouchers for such
disbursements; receive, and give receipts for, moneys due and payable to the
corporation from any source whatsoever, render a statement of the condition of
the finances of the Corporation at all regular meetings of the Board of
Directors, and a full financial report at the annual meeting of the
shareholders, if called upon to do so; and render such further statements to the
Board of Directors and the President as they may respectively require concerning
all transactions as Treasurer or the financial condition of the Corporation. The
Treasurer shall also have charge of the books and records of account of the
Corporation, which shall be kept at such office or offices of the Corporation as
the Board of Directors shall from time to time designate; be responsible for the
keeping of correct and adequate records of the assets, liabilities, business and
transactions of the Corporation; at all reasonable times exhibit the books and
records of account to any of the directors of the Corporation upon application
at the office of the Corporation where such books and records are kept; be
responsible for the preparation and filing of all reports and returns relating
to or bases upon the books and records of the Corporation kept under the
direction of the Treasurer; and, in general, perform all the duties incident to
the office of Treasurer and such other duties as from time to time may be
assigned by the Board of Directors, the Chairman of the Board or the President.
SECTION 7.12. The Assistant Treasurers. At the request, or in the absence
or disability, of the Treasurer, the Assistant Treasurer designated by the
Treasurer or the Board of Directors shall perform all the duties of the
Treasurer, and when so acting, shall have all the powers of the Treasurer. The
Assistant Treasurers shall perform such other duties as from time to time may be
assigned to them by the Board of Directors, the Chairman of the Board, the
President or the Treasurer.
SECTION 7.13. The Director of Taxes. The Director of Taxes shall be in
charge of the tax matters related to the Corporation; and in general, shall
perform all duties incident to the office of the Director of Taxes and such
other duties as may, from time to time, be assigned by the Board of Directors or
the President.
SECTION 7.14. General Powers. Each officer shall, subject to these by-laws,
have, in addition to the duties and powers herein set forth, such duties and
powers as are commonly incident to the respective office, and such duties and
powers as the Board of Directors shall from time to time designate.
SECTION 7.15. Bonding. Any officer, employee, agent or factor shall give
such bond with such surety or sureties for the faithful performance of his or
her duties as the Board of Directors may, from time to time, require.
ARTICLE VIII
INDEMNIFICATION OF DIRECTORS AND OFFICERS
SECTION 8.01. Right to Indemnification. Each person who was or is made a
party or is threatened to be made to or is involved in any action, suit or
proceedings, whether civil, criminal, administrative, or investigative
(hereinafter, a "proceeding"), by reason of the fact that such person, or a
person of whom such person is the legal representative, is or was a director,
officer, employee or agent of the Corporation or, while a director, officer,
employee or agent of the Corporation, is or was serving at the request of the
Corporation as a director, officer, employee or agent of any foreign or domestic
corporation, partnership, joint venture, trust, other enterprise or employee
benefit plan, whether the basis of such proceeding is alleged action (or failure
to act) in an official capacity as a director, officer, employee or agent or in
any other capacity while serving as a director, officer, employee or agent,
shall be indemnified and held harmless by the Corporation to the fullest extent
permitted by the Rhode Island General Laws, as the same shall exist from time to
time (but, in the case of an amendment to said General Laws, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than said General Laws permitted the Corporation to provide prior to such
amendment) against all expenses, liability and loss (including judgments,
penalties, fines, amounts paid in settlement and reasonable expenses, including
attorneys' fees) actually incurred by such person in connection therewith, and
such indemnification shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of such
person's heirs, executors and administrators; provided, however, that the
Corporation shall indemnify any such person seeking indemnity in connection with
a proceedings (or part thereof) initiated by such person only if such proceeding
(or part thereof) was authorized by the Board of Directors of the Corporation.
Such right shall be a contract right and shall include the right to be paid by
the Corporation for expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that, if the Rhode Island
General Laws so require, the payment of such expenses incurred by a director,
officer, employee or agent in such person's capacity as a director, officer,
employee or agent of the Corporation (and not in any other capacity in which
services was or is rendered by such person while a director, officer, employee
or agent, including, without limitation, service to an employee benefit plan) in
advance of the final disposition of such proceeding, shall be made only upon
delivery to the Corporation by the indemnified party of a written affirmation of
such party's good faith belief that such party has met the applicable standards
of conduct and of an undertaking, by or on behalf of such party, to repay all
amounts so advanced if it shall ultimately be determined that such party is not
entitled to be indemnified under this Section 8.01 or otherwise. Determinations
and authorizations of payment under this Section 8.01 shall be made in the same
manner as determination that indemnification is permissible.
SECTION 8.02. Right of Claimant to Bring Suit. If a claim under
Section 8.01 is not paid in full by the Corporation within ninety days after a
written claims has been received by the Corporation, the claimant may at any
time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim and, if successful in whole or in part, the claimant shall be
entitled to be paid also the expense of prosecuting such claim. It shall be a
defense to any such action (other than an action brought to enforce the claim
for expenses incurred in defending any proceeding in advance of its final
disposition where the required written affirmation and undertaking has been
tendered to the Corporation) that the claimant has not met the standards of
conduct which make it permissible under the Rhode Island General Laws for the
Corporation to indemnify the claimant for the amount claimed, but the burden of
proving such defense by clear and convincing evidence shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors, its stockholders or independent legal counsel) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances, nor an actual determination by the
Corporation (including its Board of Directors, its stockholders or independent
legal counsel) that the claimant has not met such applicable standards of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standards of conduct.
SECTION 8.03. Non-Exclusivity of Rights. The rights conferred on any person
by Sections 8.01 and 8.02 of this Article 8 shall not be exclusive if any other
right which such person may have or hereafter acquire under any statute,
provision of the Articles of Incorporation, by-laws, agreement, vote of
stockholders or disinterested directors or otherwise.
SECTION 8.04. Insurance. The Corporation may purchase and maintain
insurance, at its expense, to protect itself and any person who is or was a
director, officer, partner, trustee, employee or agent of any foreign or
domestic corporation, partnership, joint venture, trust, other enterprise or
employee benefit plan, against any such expenses, liability or loss, whether or
not the Corporation would have the power to indemnify such person against such
expenses, liability or loss under the Rhode Island General Laws.
ARTICLE IX
EXECUTION OF DOCUMENTS
SECTION 9.01. Contract, etc., How Executed. Unless the Board of Directors
shall otherwise determine, the Chairman of the Board, the President, any Vice
Chairman, any Vice President, the Treasurer, the Secretary, any Assistant
Treasurer, any Assistant Secretary or the Director of Taxes may enter into any
contract or execute any contract or other instrument, the execution of which is
not otherwise specifically provided for, in the name and on behalf of the
Corporation. The Board of Directors, except as in these by-laws otherwise
provided, may authorize any other or additional officer or officers, agent or
agents, of the Corporation to enter into any contract or execute and deliver any
contract or other instrument in the name and on behalf of the Corporation, and
such authority may be general or confined to specific instances. Unless
authorized so to do by these by-laws or by the Board of Directors, no officer,
agent or employee shall have any power or authority to bind the Corporation by
any contract or engagement, or to pledge its credit, or to render it liable
pecuniarily for any purpose or to any amount.
SECTION 9.02. Checks, Drafts, etc. All checks, drafts, bills of exchange or
other orders for the payment of money, obligations, notes, or other evidences of
indebtedness, bills of lading, warehouse receipts and insurance certificates of
the Corporation, shall be signed or endorsed by such officer or officers,
employee or employees, of the Corporation as shall from time to time be
determined by resolution of the Board of Directors.
SECTION 9.03. Loans. No loan shall be contracted on behalf of the
Corporation, and no evidence of indebtedness shall be issued, endorsed or
accepted in its name, unless authorized by the Board of Directors or Executive
Committee or other committee designated by the Board so to act. Such authority
may be general or confined to specific instances. When so authorized, the
officer or officers thereunto authorized may effect loans and advances at any
time 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 or other evidences of indebtedness
and liabilities of the Corporation, may mortgage, pledge, hypothecate or
transfer any real or personal property at any time owned or held by the
Corporation, and to that end execute instruments of mortgage or pledge or
otherwise transfer such property.
SECTION 9.04. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board of Directors or
Executive Committee or other committee designated by the Board so to act may
from time to time designate, or as may be designated by any officer or officers
or agent or agents of the Corporation to whom such power may be delegated by the
Board of Directors or Executive Committee or other committee designated by the
Board so to act and, for the purpose of such deposit and for the purposes of
collection for the account of the Corporation, all checks, drafts, and other
orders for the payment of money which are payable to the order of the
Corporation may be endorsed, assigned and delivered by any officer, agent or
employee of the Corporation or in such other manner as may from time to time be
designated or determined by resolution of the Board of Directors or Executive
Committee or other committee designated by the Board so to act.
SECTION 9.05. Proxies in Respect of Securities of Other Corporation. Unless
otherwise provided by resolution adopted by the Board of Directors or the
Executive Committee or other committee so designated to act by the Board, the
Chairman of the Board, the President or any Vice President may from time to time
appoint an attorney or attorneys or agent or agents of the Corporation, in the
name and on behalf of the Corporation, to cast votes which the Corporation may
be entitled to cast as the holder of stock or other securities in any other
corporation, association or trust any of whose stock or other securities may be
held by the Corporation, at meetings of the holders of the stock or other
securities of such other corporation, association or trust, or to consent in
writing, in the name of the Corporation as such holder, to any action by such
other corporation, association or trust, and may instruct the person or persons
so appointed as to the manner of casting such votes or giving such consent, and
may execute or cause to be executed in the name and on behalf of the Corporation
and under its corporate seal, or otherwise, all such written proxies or other
instruments as he may deem necessary or proper in the premises.
ARTICLE X
BOOKS AND RECORDS
SECTION 10.01. Place. The books and records of the Corporation, including
the stock record books, shall be kept at such places within or without the State
of Rhode Island, as may from time to time be determined by the Board of
Directors.
SECTION 10.02. Addresses of Shareholders. Each shareholder shall designate
to the Secretary of the Corporation an address at which notices of meetings and
all other corporate notices may be served upon or mailed, and if any shareholder
shall fail to designate such address, corporate notices may be served by mail
directed to the shareholder's last known post office address, or by transmitting
a notice thereof to such address by telegraph, cable, or telephone.
ARTICLE XI
SHARES AND THEIR TRANSFER
SECTION 11.01. Certificates for Shares. Every owner of shares of the
Corporation shall be entitled to have a certificate certifying the number of
shares owned by such owner in the Corporation and designating the class of
shares to which such shares belong, which shall otherwise be in such form, in
conformity to law, as the Board of Directors shall prescribe. Each such
certificate shall be signed by such officer or officers as the Board of
Directors may prescribe, or, if not so prescribed, by the Chairman of the Board,
the President or a Vice Chairman and the Secretary or an Assistant Secretary or
the Treasurer or an Assistant Treasurer of the Corporation.
SECTION 11.02. Record. A record shall be kept of the name of the person,
firm or corporation owning the shares of the Corporation issued, the number of
shares represented by each certificate, and the date thereof, and, in the case
of cancellation, the date of cancellation. The person in whose name shares stand
on the books of the Corporation shall be deemed the owner thereof for all
purposes as regards the Corporation.
SECTION 11.03. Transfer of Shares. Transfers of shares of the Corporation
shall be made only on the books of the Corporation by the registered holder
thereof, or by such holder's attorney thereunto authorized, and on the surrender
of the certificate or certificates for such shares properly endorsed or
accompanied by a properly executed stock power.
SECTION 11.04. Closing of Transfer Books; Record Dates. Insofar as
permitted by law, the Board of Directors may direct that the stock transfer
books of the Corporation be closed for a period not exceeding fifty (50) days
preceding the date of any meeting of shareholders or the date for the payment of
any dividend or the date for the allotment of rights or the date when any change
or conversion or exchange of shares of the Corporation shall go into effect, or
for a period not exceeding fifty (50) days in connection with obtaining the
consent of shareholders for any purpose; provided, however, that in lieu of
closing the stock transfer books as aforesaid, the Board of Directors may,
insofar as permitted by law, fix in advance a date, not exceeding fifty (50)
days preceding the date of any meeting of shareholders, or the date for the
payment of any dividend, or the date for the allotment of rights, or the date
when any change or conversion or exchange of shares of the Corporation shall go
into effect, or a date in connection with obtaining such consent, as a record
date for the determination of the shareholders entitled to notice of, and to
vote at, any such meeting or any adjournment thereof, or entitled to receive
payment of any such dividend, or to any such allotment of rights, or to exercise
the rights in respect of any change, conversion or exchange of shares of the
Corporation, or to give such consent, and in each such case shareholders and
only such shareholders as shall be shareholders of record on the date so fixed
shall be entitled to notice of, and to vote at, such meeting and any adjournment
thereof, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights or to give such consent, as the case may be,
notwithstanding any transfer of any shares on the books of the corporation after
any such record date fixed as aforesaid.
SECTION 11.05. Lost, Destroyed or Mutilated Certificates. In case of the
alleged loss or destruction or the mutilation of a certificate representing
.shares of the Corporation, a new certificate may be issued in place thereof, in
the manner and upon such terms as the Board of Directors may prescribe.
ARTICLE XII
SEAL
The Board of Directors may provide for a corporate seal, which shall be in
the form of a circle and shall bear the name of the Corporation and the state
and year of incorporation.
ARTICLE XIII
FISCAL YEAR
Except as from time to time otherwise provided by the Board of Directors,
the fiscal year of the Corporation shall be the fiscal period ending on the last
Saturday in the Month of February.
ARTICLE XIV
AMENDMENTS
All by-laws of the Corporation shall be subject to alteration or repeal,
and new bylaws may be adopted either by the vote of a majority of the
outstanding shares of the Corporation entitled to vote in respect thereof, or by
the vote of the Board of Directors, provided that in each case notice of the
proposed alteration or repeal or of the proposed new by-laws be included in the
notice of the meeting at which such alteration, repeal or adoption is acted
upon, and provided further that any such action by the Board of Directors may be
changed by the shareholders, except that no such change shall affect the
validity of any actions thereto ore taken pursuant to the by-laws as altered,
repealed or adopted by the Board of Directors.