EXHIBIT 3.14
MFT ACQUISITION, CORP.
BYLAWS
ARTICLE I
CORPORATE OFFICES
Section 1. Delaware Registered Office. The registered office
of the corporation in the State of Delaware shall be in the City of Dover,
County of Kent, or at any other place or places as the board of directors may
designate.
Section 2. Other Offices. The corporation may also have
offices at such other places, both within and outside the state of Delaware, as
the board of directors may from time to time determine or the business of the
corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Time and Place. A meeting of stockholders for any
purpose may be held at such time and place, within or outside the state of
Delaware, as shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.
Section 2. Annual Meetings. Annual meetings of stockholders,
commencing with the year 2001, shall be held on the second Monday of September
if not a legal holiday, or if a legal holiday, then on the following business
day, at 10:00 a.m. local time, 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 the stockholders shall elect a board of directors and
transact such other business as may properly come before the meeting.
Section 3. Special Meetings. Special meetings of stockholders,
for any purpose or purposes, unless otherwise prescribed by law or by the
certificate of incorporation, may be called by the president and shall be called
by the president or secretary at the request in writing of a majority of the
whole board of directors, or at the request in writing of stockholders owning a
majority of the capital stock of the corporation outstanding and entitled to
vote. Such request shall state the purpose or purposes of the proposed meeting.
Business transacted at any special meeting of stockholders shall be limited to
the purposes stated in the notice.
Section 4. Notice of Meetings. Written notice of a meeting,
annual or special, stating the place, date and hour of the meeting, and in the
case of a special meeting stating the purpose or purposes for which the meeting
is called, shall be given to each stockholder entitled to vote at such meeting,
not less than ten nor more than sixty days, or if a vote of stockholders on a
merger or consolidation is one of the stated purposes of the meeting, not less
than twenty nor more than sixty days before the date of the meeting.
Section 5. Stockholder List. The officer who has charge of the
stock ledger of the corporation shall prepare or cause to be prepared and make,
at least ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order and
showing the address of each stockholder and the number of shares registered in
the name of each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the place where the
meeting is to be held. The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof and may be inspected by any
stockholder who is present.
Section 6. Quorum. The holders of a majority of the stock
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at any meeting of stockholders for the
transaction of business, except as otherwise required by law or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at a meeting of stockholders, the stockholders entitled to vote
thereat, present in person or represented by proxy, shall have the power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting of the place, date and hour of the adjourned meeting, until a quorum
shall be present or represented by proxy. At such adjourned meeting at which a
quorum shall be present or represented by proxy, any business may be transacted
which might have been transacted at the meeting as originally notified. If the
adjournment is for more than thirty days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.
Section 7. Required Vote. Each election of directors or others
shall be determined by a plurality vote of the capital stock having voting
power, and, except as otherwise required by law or by the certificate of
incorporation, each other matter shall be determined by the affirmative vote of
a majority of the shares of the capital stock having voting power present in
person or represented by proxy and voting thereon.
Section 8. Voting. Unless otherwise required by law or by the
certificate of incorporation, each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of the
capital stock having voting power held by such stockholder, but no proxy shall
be voted on after three years from its date, unless the proxy provides for a
longer period.
Section 9. Action by Written Consent. Unless otherwise
provided in the certificate of incorporation, any action required or permitted
to be taken at any annual or special meeting of stockholders may be taken
without a meeting, without prior notice and 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. Every written consent shall bear the date of
signature of each stockholder or member who signs the consent and no written
consent shall be effective to take the corporate action referred to therein
unless, within sixty days
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of the earliest dated consent delivered to the corporation in the manner
required by this section, written consents signed by a sufficient number of
holders or members to take action are delivered to the corporation. Delivery to
the corporation shall be made to its registered office in Delaware, its
principal place of business, or an officer or agent of the corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to the corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested. Prompt notice of
the taking of the corporate action without a meeting by less than unanimous
written consent shall be given to those stockholders who have not consented in
writing.
ARTICLE III
DIRECTORS
Section 1. Number and Term. The number of directors
constituting the whole board shall not be less than one (1) or more than five
(5) which number shall be determined by resolution of the board of directors.
Directors shall be elected at annual meetings of stockholders, except as
provided in Section 2 of this article, and each director shall hold office until
a successor is elected and qualified or until that director's earlier
resignation or removal. Directors need not be stockholders.
Section 2. Vacancies. Except as otherwise required by law or
by the certificate of incorporation, any vacancy on the board of directors,
including a newly created directorship, may be filled by a majority of the
directors then in office, although less than a quorum, or by a sole remaining
director. If there are no directors in office, then an election of directors may
be held in the manner provided by law.
Section 3. Powers. The business and affairs of the corporation
shall be managed by or under the direction of the board of directors, which may
exercise all such powers of the corporation and do all such lawful acts and
things as are not by law or by the certificate of incorporation or by these
bylaws directed or required to be exercised or done by the stockholders.
Section 4. Place of Meetings. The board of directors of the
corporation may hold meetings, both regular and special, either within or
outside the state of Delaware.
Section 5. Regular Meetings. A regular meeting of the board of
directors shall be held without other notice than this bylaw immediately
following and at the same place as the annual meeting of stockholders. In the
event such meeting is not held at the time and place specified in the preceding
sentence, the meeting may be held at such time and place as shall be specified
in a notice given as hereinafter provided for special meetings of the board or
as shall be specified in written waivers signed by all of the directors. Other
regular meetings of the board may be held without notice at such time and at
such place as shall from time to time be determined by the board.
Section 6. Special Meetings. Special meetings of the board of
directors may be called by the president and shall be called by the president or
secretary on the written request of
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two directors, on not less then two days' notice to each director, either
personally or by mail or by telegram.
Section 7. Quorum. At any meeting of the board of directors a
majority of the whole board of directors shall constitute a quorum for the
transaction of business, and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the board of
directors, except as otherwise required by law or by the certificate of
incorporation. If there is not a quorum at a meeting of the board, a majority of
the directors present may adjourn the meeting from time to time without further
notice.
Section 8. Action by Written Consent. Unless otherwise
restricted by the certificate of incorporation or these bylaws, any action
required or permitted to be taken at a meeting of the board of directors or of
any committee thereof may be taken without a meeting, if all members of the
board or committee, as the case may be, consent thereto in writing and the
writing or writings are filed with the minutes of proceedings of the board or
committee.
Section 9. Participation with Communications Equipment. Unless
otherwise restricted by law or by the certificate of incorporation or these
bylaws, members of the board of directors, or of any committee designated by the
board of directors, may participate in a meeting of the board of directors, or
of any committee, by conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other and
participation in a meeting by such means shall constitute presence at the
meeting.
Section 10. Committees of Directors. The board of directors
may, by resolution passed by a majority of the whole board, designate one or
more committees, each committee to consist of one or more of the directors of
the corporation. Such committee or committees shall have such name or names as
may be determined from time to time by resolution adopted by the board of
directors. The board may designate one or more directors as alternate members of
any committee, who may replace any absent or disqualified member at any meeting
of the committee. In the absence or disqualification of a member of a committee,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the board of directors to act at the meeting in the place of
any such absent or disqualified member. Any such committee, to the extent
provided in the resolution of the board of directors, shall have and may
exercise all of the powers and authority of the board of directors in the
management of the business and affairs of the corporation, and may authorize the
seal of the corporation to be affixed to all papers which may require the seal;
but no such committee shall have the power or authority in reference to amending
the certificate of incorporation, adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or exchange of
all or substantially all of the corporation's property and assets, recommending
to the stockholders a dissolution of the corporation or a revocation of a
dissolution, or amending the bylaws of the corporation; and, unless the
resolution or the certificate of incorporation expressly so provides, no such
committee shall have the power or authority to declare a dividend, to authorize
the issuance of stock or to adopt a certificate of ownership and merger. Each
committee shall keep regular minutes of its meetings and shall furnish them to
the board of directors when required.
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Section 11. Compensation of Directors. Unless otherwise
restricted by the certificate of incorporation, the board of directors shall
have the authority to fix the compensation of directors. The receipt of such
compensation shall not preclude any director from serving the corporation in any
other capacity and receiving compensation therefor. Members of special or
standing committees may be allowed like compensation for attending committee
meetings. The directors may be reimbursed for any expenses of attending meetings
of the board of directors and of committees of the board.
ARTICLE IV
NOTICES
Section 1. Method of Giving Notice. Whenever, under any
provision of law or of the certificate of incorporation or of these bylaws,
notice is required to be given to any director or stockholder, such notice may
be given in writing by mail. If mailed, such notice shall be deemed to be given
when deposited in the United States mail, postage prepaid, addressed to such
director or stockholder, at that person's address as it appears on the records
of the corporation. Notice to directors may also be given by telegram or via
facsimile.
Section 2. Waiver of Notice. Whenever notice is required to be
given under any provision of law or of the certificate of incorporation or of
these bylaws, a written waiver of such notice, signed by the person or persons
entitled to notice, whether before or after the time stated therein, shall be
deemed equivalent to such notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends
the meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened.
ARTICLE V
OFFICERS
Section 1. Offices. The officers of the corporation, shall be
elected by the board of directors and shall be a president, a secretary and a
treasurer. In addition, the board of directors may elect one or more vice
presidents, and one or more assistant secretaries, assistant treasurers and
other subordinate officers. Any number of offices may be held by the same
person, unless the certificate of incorporation or these bylaws otherwise
provide.
Section 2. Annual Election. The board of directors at its
first meeting after each annual meeting of stockholders shall elect a president,
a secretary and a treasurer. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as conveniently may
be
Section 3. Additional Officers. The board of directors may
appoint such other officers and agents as it shall deem necessary, who shall
hold their offices for such terms and shall exercise such powers and perform
such duties as shall be determined from time to time by the board.
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Section 4. Compensation of Officers. The compensation of all
officers and agents of the corporation shall be fixed by or under the direction
of the board of directors.
Section 5. Term of Office and Vacancy. Each officer shall hold
office until a successor is chosen and qualifies or until the officer's earlier
resignation or removal. Any officer elected or appointed by the board of
directors may be removed at any time by the board of directors. Any vacancy
occurring in any office of the corporation shall be filled by the board of
directors.
Section 6. President. The president (a) shall be the chief
executive officer of the corporation, (b) shall preside at all meetings of the
stockholders and the board of directors, (c) shall have general and active
management of the business and affairs of the corporation, (d) shall see that
all orders and resolutions of the board of directors are carried into effect and
(e) shall have the power to execute bonds, mortgages and other contracts,
agreements and instruments, except where required or permitted by law to be
otherwise signed and executed or where the signing and execution thereof shall
be expressly delegated by the board of directors to some other officer or agent
of the corporation.
Section 7. Vice Presidents. In the absence of the president or
in the event of the disability of the president, the vice president (or if there
be more than one, the vice presidents in the order designated, or in the absence
of any designation, then in the order of their most recent election) 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. A vice president
who is appointed as such with respect to a particular area of responsibility or
function of the corporation shall, subject to the authority of the president,
perform all duties and have all authority pertaining to the general and active
management of such area or function and shall see that all orders and
resolutions of the board of directors pertaining to such area or function are
carried in effect. Each vice president shall perform such other duties and have
such other powers as the board of directors and the president may prescribe from
time to time.
Section 8. Secretary. The secretary shall (a) attend all
meetings of the board of directors and all meetings of the stockholders and
record all of the proceedings of the meetings of the board of directors and of
the stockholders in a book to be kept for that purpose and perform like duties
for the standing committees when required, (b) give, or cause to be given,
notice of all special meetings of the board of directors and all meetings of the
stockholders and (c) perform such other duties as may be prescribed by the board
of directors or the president, under whose supervision the secretary shall be.
The secretary shall have custody of the corporate seal of the corporation and
shall have authority to affix it to any instrument requiring the seal, and when
so affixed, the seal may be attested by the signature of such officer. The board
of directors may give general authority to any other officer to affix the seal
of the corporation and to attest the affixing by signature.
Section 9. Assistant Secretaries. The assistant secretary (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 most recent election or appointment) shall, in the absence of the
secretary or in the event of the disability of the secretary, perform the duties
and
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exercise the powers of the secretary and shall perform such other duties and
have such other powers as the board of directors or the president may from time
to time prescribe.
Section 10. Treasurer. The treasurer shall (a) have custody of
the corporate funds and securities, (b) keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation, (c) deposit
all moneys and other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the board of directors,
(d) disburse the funds of the corporation as may be ordered by the board of
directors, taking proper vouchers for such disbursements, (e) render to the
president and the board of directors, at its regular meetings, or when the board
of directors so requests, an account of all the transactions of the treasurer
and of the financial condition of the corporation, and (f) perform such other
duties and have such other powers as the board of directors or the president may
from time to time prescribe.
Section 11. Assistant Treasurers. The assistant treasurer (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 most recent election or appointment) shall, in the absence
of the treasurer or in the event of the disability of the treasurer, perform the
duties and exercise the powers of the treasurer and shall perform such other
duties and have such other powers as the board of directors or the president may
from time to time prescribe.
ARTICLE VI
STOCK CERTIFICATES
Section 1. Right of Holder to Certificate. Every holder of
stock in the corporation shall be entitled to have a certificate signed by, or
in the name of the corporation by, the president or a vice president and the
treasurer or an assistant treasurer, or the secretary or an assistant secretary
of the corporation, certifying the number of shares owned by the holder in the
corporation.
Section 2. Facsimile Signatures. Any or all of the signatures
on the certificate may be facsimile. In the event any officer who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer before such certificate is issued, the certificate may be
issued by the corporation with the same effect as if he were such officer at the
date of issue.
Section 3. Lost Certificates. The board of directors may
direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the corporation alleged to
have been lost, stolen or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost, stolen or
destroyed. When authorizing such issuance of a new certificate or certificates,
the board of directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or the legal representative of the owner, to
advertise the same in such manner as it shall require or to give the corporation
a bond in such sum as it may direct as indemnity against any claim that may be
made against the corporation in connection with the certificate alleged to have
been lost, stolen or destroyed, or both.
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Section 4. Registration of Transfers. Upon surrender to the
corporation or the transfer agent of the corporation of a certificate for shares
duly endorsed or accompanied by proper evidence of succession, assignation or
authority to transfer, the corporation or its transfer agent shall issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its stock records.
Section 5. Record Date. In order that the corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, the board of directors may fix a record
date, which shall not precede the date upon which the resolution fixing the
record date is adopted by the board of directors, and which shall not be more
than sixty nor less than ten days before the date of such meeting. If no record
date is fixed by the board of directors, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be 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 record date has been fixed by the board of directors, the
record date for determining stockholders entitled to consent to corporate action
in writing without a meeting, when no prior action by the board of directors is
required by this chapter, 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 as prescribed by these bylaws. If no record date has been fixed
by the board of directors and prior action by the board of directors is required
by this chapter, 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 the stockholders entitled to exercise any rights in respect to
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
action. If no 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 6. Registered Stockholders. The corporation shall be
entitled to recognize the exclusive right of a person registered in its stock
records as the owner of shares to receive dividends, and to vote as such owner,
and to hold liable for calls and assessments a person registered on its books as
the owner of shares, and shall not be bound to recognize any
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equitable or other claim to or interest in such shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise required by law.
ARTICLE VII
OTHER PROVISIONS
Section 1. Dividends. Dividends upon the capital stock of the
corporation, subject to the provisions of the certificate of incorporation, if
any, may be declared by the board of directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the certificate of
incorporation and requirements of law.
Section 2. Signatures on Checks and Notes. All checks or
demands for money and notes of the corporation shall be signed by such officer
or officers or such other person or persons as the board of directors may from
time to time designate.
Section 3. Fiscal Year. The fiscal year of the corporation
shall end on December 31.
Section 4. Seal. The corporate seal shall be inscribed with
the name of the corporation and the words "Corporate Seal" and "Delaware." The
seal may be used by causing it or a facsimile thereof to be impressed or affixed
or in any other manner reproduced.
Section 5. Indemnification of Directors, Officers and Others;
Insurance. Each person who is or was a director or officer of the corporation
and each person who serves or served at the request of the corporation as a
director or officer (or equivalent) of another corporation, partnership, joint
venture, trust or other enterprise (and the heirs, executors, administrators and
estates of any such persons), shall be indemnified by the corporation in
accordance with, and to the fullest extent authorized by, the provisions of the
General Corporation Law of the State of Delaware as it may from time to time be
amended, except as to any action, suit or proceeding brought by or on behalf of
the director or officer of the corporation without prior approval of the board
of directors. Each person who is or was an employee or agent of this
corporation, and each person who serves or has served at the request of the
corporation as an employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, may be similarly indemnified at the
discretion of the board of directors. Expenses incurred by an officer or
director in defending a civil or criminal action, suit or proceeding may be paid
by the corporation in advance of such action, suit or proceeding upon receipt of
an undertaking by or on behalf of such director or officer to repay such amount
if it shall ultimately be determined that he is not entitled to be indemnified
by the corporation as authorized in this section. Such expenses incurred by
other employees and agents may be so paid upon such terms and conditions, if
any, as the board of directors deems appropriate. The indemnification and
advancement of expenses provided by, or granted pursuant to, this section 5
shall not be deemed exclusive of any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding such office.
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The corporation may purchase and maintain insurance, at its
expense, to protect itself and any director, officer, employee, or agent of the
corporation or another corporation, partnership, joint venture, trust, or other
enterprise against any such expense, liability, or loss, whether or not the
corporation would have the power to indemnify such person against such expense,
liability, or loss under the General Corporation Law of the State of Delaware.
ARTICLE VIII
AMENDMENTS
These bylaws may be altered, amended or repealed or new bylaws
may be adopted by the stockholders or by the board of directors, when such power
is conferred upon the board of directors by the certificate of incorporation, at
any regular meeting of the stockholders or of the board of directors or at any
special meeting of the stockholders or of the board of directors if notice of
such alteration, amendment, repeal or adoption of new bylaws was contained in
the notice of such special meeting.
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