Exhibit 3.2
BYLAWS
OF
ebix.com, INC.
A DELAWARE CORPORATION
ARTICLE I
OFFICES
SECTION 1.01 REGISTERED OFFICE. The registered office of ebix.com, Inc.
(hereinafter called the "Corporation") shall be at such place in the State of
Delaware as shall be designated by the Board of Directors (hereinafter called
the "Board").
SECTION 1.02 PRINCIPAL OFFICE. The principal office for the transaction
of the business of the Corporation shall be at such location, within or
without the State of Delaware, as shall be designated by the Board.
SECTION 1.03 OTHER OFFICES. The Corporation may also have an office or
offices at such other place or places, either within or without the State of
Delaware, as the Board may from time to time determine or as the business of
the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 2.01 ANNUAL MEETINGS. Annual meetings of the stockholders of
the Corporation for the purpose of electing directors and for the transaction
of such other proper business as may come before such meetings may be held at
such time, date and place as the Board shall determine by resolution.
SECTION 2.02 SPECIAL MEETINGS. Special meetings of the stockholders of
the Corporation for any purpose or purposes may be called by the Board, by
the holders of shares of stock of the Corporation entitled to cast not less
than ten percent of the votes at such meetings, or by a committee of the
Board which has been duly designated by the Board and whose powers and
authority, as provided in a resolution of the Board or in the Bylaws, include
the power to call such meetings, but such special meetings may not be called
by any other person or persons; provided, however, that if and to the extent
that any special meeting of stockholders may be called
by any other person or persons specified in any provision of the Certificate
of Incorporation or any amendment thereto or any certificate filed under
Section 151(g) of the General Corporation law of Delaware (or its successor
statute as in effect from time to time hereafter), then such special meeting
may also be called by the person or persons, in the manner, at the time and
for the purposes so specified. (Amended May 17, 1987)
SECTION 2.03 PLACE OF MEETINGS. All meetings of the stockholders shall
be held at such places, within or without the State of Delaware, as may from
time to time be designated by the person or persons calling the respective
meetings and specified in the respective notices or waivers of notice thereof.
SECTION 2.04 NOTICE OF MEETINGS. Except as otherwise required by law,
notice of each meeting of the stockholders, whether annual or special, shall
be given not less than ten (10) nor more than sixty (60) days before the date
of the meeting to each stockholder of record entitled to vote at such meeting
by delivering a typewritten or printed notice thereof to him personally, or
by depositing such notice in the United States mail, in a postage prepaid
envelope, directed to him at his address furnished by him to the Secretary of
the Corporation for such purpose or, if he shall not have furnished to the
Secretary his address for such purpose, then at his address last known to the
Secretary, or by transmitting a notice thereof to him at such address by
telegraph, cable or wireless. Except as otherwise expressly required by law,
no publication of any notice of a meeting of the stockholders shall be
required. Every notice of a meeting of the stockholders shall state the
place, date and hour of the meeting and, in the case of a special meeting,
shall also state the purpose or purposes for which the meeting is called.
Except as otherwise expressly required by law, notice of any adjourned
meeting of the stockholders need not be given if the time and place thereof
are announced at the meeting at which the adjournment is taken.
SECTION 2.05 QUORUM. The holders of record of a majority in voting
interest of the shares of stock of the Corporation entitled to be voted,
present in person or by proxy, shall constitute a quorum for the transaction
of business at any meeting of the stockholders of the Corporation or any
adjournment thereof. The stockholders present at a duly called or held
meeting at which a quorum is present may continue to do business until
adjournment, notwithstanding the withdrawal of enough stockholders to leave
less than a quorum. In the absence of a quorum at any meeting or any
adjournment thereof, a majority in voting interest of the stockholders
present in person or by proxy and entitled to vote thereat or, in the absence
therefrom of all the stockholders, any officer entitled to preside at or to
act as secretary of such meeting may adjourn such meeting from time to time.
At any such adjourned meeting at which a quorum is present any business may
be transacted which might have been transacted at the meeting as originally
called.
SECTION 2.06 VOTING.
(a) At each meeting of the stockholders, each stockholder shall be
entitled to vote in person or by proxy each share or fractional share of the
stock of the
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Corporation which has voting rights on the matter in question and which shall
have been held by him and registered in his name on the books of the
Corporation:
(i) on the date fixed pursuant to Section 6.05 of these
Bylaws as the record date for the determination of stockholders entitled to
notice of and to vote at such meeting, or
(ii) if no such record date shall have been so fixed, then
(A) at the close of business on the day next preceding the day on which
notice of the meeting shall be given or (B) if notice of the meeting shall be
waived, at the close of business on the day next preceding the day on which
the meeting shall be held.
(b) Shares of its own stock belonging to the Corporation or to
another corporation, if a majority of the shares entitled to vote in the
election of directors in such other corporation is held directly or
indirectly by the Corporation, shall neither be entitled to vote nor be
counted for quorum purposes. Persons holding stock of the Corporation in a
fiduciary capacity shall be entitled to vote such stock. Persons whose stock
is pledged shall be entitled to vote, unless in the transfer by the pledgor on
the books of the Corporation he shall have expressly empowered the pledgee to
vote thereon, in which case only the pledgee or his proxy may represent such
stock and vote thereon. Stock having voting power standing of record in the
names of two or more persons, whether fiduciaries, members of a partnership,
joint tenants, tenants in common, tenants by the entirety or otherwise, or
with respect to which two or more persons have the same fiduciary
relationship, shall be voted in accordance with the provisions of the General
Corporation Law of Delaware.
(c) Any such voting rights may be exercised by the stockholder
entitled thereto in person or by his proxy appointed by an instrument in
writing, subscribed by such stockholder or by his attorney thereunto
authorized and delivered to the secretary of the meeting; provided, however,
that no proxy shall be voted or acted upon after three years from its date
unless said proxy shall provide for a longer period. The attendance at any
meeting of a stockholder who may therefore have given a proxy shall not have
the effect of revoking the same unless he shall in writing so notify the
secretary of the meeting prior to the voting of the proxy. At any meeting of
the stockholders all matters, except as otherwise provided in the Certificate
of Incorporation, in these Bylaws or by law, shall be decided by the vote of
a majority in voting interest of the stockholders present in person or by
proxy and entitled to vote thereat and thereon. The stockholders present at a
duly called or held meeting at which a quorum is present may continue to do
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum. The vote at any meeting of the
stockholders on any question need not be by ballot, unless so directed by the
chairman of the meeting. On a vote by ballot, each ballot shall be signed by
the stockholder voting, or by his proxy if there by such proxy, and it shall
state the number of shares voted.
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SECTION 2.07 LIST OF STOCKHOLDERS. The Secretary of the Corporation
shall prepare and make, at least ten (10) 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 (10) 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 entire duration thereof and may
be inspected by any stockholder who is present.
SECTION 2.08 INSPECTOR OF ELECTION. If at any meeting of the
stockholders a vote by written ballot shall be taken on any question, the
chairman of such meeting may appoint an inspector or inspectors of election
to act with respect to such vote. Each inspector so appointed shall first
subscribe an oath faithfully to execute the duties of an inspector at such
meeting with strict impartiality and according to the best of his ability.
Such inspectors shall decide upon the qualification of the voters and shall
report the number of shares represented at the meeting and entitled to vote
on such question, shall conduct and accept the votes and, when the voting is
completed, shall ascertain and report the number of shares voted respectively
for and against the question. Reports of the inspectors shall be in writing
and subscribed and delivered by them to the Secretary of the Corporation.
Inspectors need not be stockholders of the Corporation, and any officer of
the Corporation may be an inspector on any question other than a vote for or
against a proposal in which he shall have material interest.
SECTION 2.09 STOCKHOLDER ACTION WITHOUT MEETINGS. Any action required by
the General Corporation Law of Delaware to be taken at any annual or special
meeting of the stockholders, or any action which may be taken at any annual or
special meeting of the stockholders, may be taken without a meeting, without
prior notice and without a vote, if a consent 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. 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
BOARD OF DIRECTORS
SECTION 3.01 GENERAL POWERS. The property, business and affairs of the
Corporation shall be managed by or under the direction of the Board, which
may exercise all of the powers of the Corporation, except such as are by the
Certificate of Incorporation, by these Bylaws or by law conferred upon or
reserved to the stockholders.
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SECTION 3.02 NUMBER. The number of directors that shall constitute the
whole Board shall be established by the Board from time to time, but in no
event shall be less than four nor more than eight.
SECTION 3.03 ELECTION OF DIRECTORS. The directors shall be elected by
the stockholders of the Corporation, and at each election the persons
receiving the greatest number of votes, up to the number of directors then to
be elected, shall be the persons then elected. The election of directors is
subject to any provisions contained in the Certificate of Incorporation
relating thereto, including any provisions for a classified board.
SECTION 3.04 RESIGNATIONS. Any director of the Corporation may resign at
any time by giving written notice to the Board or to the Secretary of the
Corporation. Any such resignation shall take effect at the time specified
therein, or, if the time is not specified, it shall take effect immediately
upon its receipt, and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
SECTION 3.05 VACANCIES. Except as otherwise provided in the Certificate
of Incorporation, any vacancy in the Board, whether because of death,
resignation, disqualification, an increase in the number of directors or any
other cause, may be filled by vote of the majority of the remaining
directors, although less than a quorum, or by a sole remaining director. Each
director so chosen to fill a vacancy shall hold office until his successor
shall have been elected and shall qualify or until he shall resign or shall
have been removed. No reduction of the authorized number of directors shall
have the effect of removing any director prior to the expiration of his term
of office.
Upon the resignation of one or more directors from the Board, effective
at a future date, a majority of the directors then in office, including those
who have so resigned, shall have the power to fill such vacancy or vacancies,
the vote thereon to take effect when such resignation or resignations shall
become effective, and each director so chosen shall hold office as provided
hereinabove in the filling of other vacancies.
SECTION 3.06 PLACE OF MEETING; TELEPHONE CONFERENCE MEETING. The Board
may hold any of its meetings at such place or places within or without the
State of Delaware as the Board may from time to time by resolution designate
or as shall be designated by the person or persons calling the meeting or in
the notice or waiver of notice of any such meeting. Directors may participate
in any regular or special meeting of the Board by means of conference
telephone or similar communications equipment pursuant to which all persons
participating in the meeting of the Board can hear each other, and such
participation shall constitute presence in person at such meeting.
SECTION 3.07 FIRST MEETING. The Board shall meet as soon as practicable
after each annual election of directors and notice of such first meeting
shall not be required.
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SECTION 3.08 REGULAR MEETING. Regular meetings of the Board may be held
at such times as the Board shall from time to time by resolution determine. If
any day fixed for a meeting shall be legal holiday at the place where the
meeting is to be held, then the meeting shall be held at the same hour and
place on the next succeeding business day which is not a legal holiday.
Except as provided by law, notice of regular meetings need not be given.
SECTION 3.09 SPECIAL MEETING. Special of the Board may be called at any
time by the Chairman of the Board or the President or by any two (2)
directors, to be held at the principal office of the Corporation, or at such
other place or places, within or without the State of Delaware, as the person
or persons calling the meeting may designate.
Notice of the time and place of special meetings shall be given to each
director either (i) by mailing or otherwise sending to him a written notice
of such meeting, charges prepaid, addressed to him at his address as it is
shown upon the records of the Corporation, or if it is not so shown on such
records or is not readily ascertainable, at the place in which the meetings
of the directors are regularly held, at least seventy-two (72) hours prior to
the time of the holding of such meeting or (ii) by orally communicating the
time and place of the special meeting to him at least forty-eight (48) hours
prior to the time of the holding of such meeting. Either of the notices as
above provided shall be due, legal and personal notice to such director.
Whenever notice is required to be given, either to a stockholder or a
director, under any provision of the General Corporation Law of Delaware, the
Certificate of Incorporation or these Bylaws, a written waiver thereof,
signed by the person entitled to notice, whether before or after the time
stated therein, shall be deemed equivalent to notice. Attendance of a person
at a meeting, whether in person or by proxy, shall constitute a waiver of
notice of such meeting, except when the person attends a 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. Neither the business to be transacted at nor the purpose of any
regular or special meeting of directors or committee of directors need be
specified in any written waiver of notice.
All such waivers shall be filed with the corporate records or made a
part of the minutes of the meeting.
SECTION 3.10 QUORUM AND ACTION. Except as otherwise in these Bylaws or
by law, the presence of a majority of the authorized number of directors
shall be required to constitute a quorum for the transaction of business at
any meeting of the Board, and all matters shall be decided at any such
meeting, a quorum being present, by the affirmative votes of a majority of
the directors present. In the absence of a quorum, a majority of directors
present at any meeting may adjourn the same from time to time until a quorum
shall be present. Notice of any adjourned meeting need not be given. The
directors shall act only as a Board, and the individual directors shall have
no power as such.
SECTION 3.11 ACTION BY CONSENT. Any action required or permitted to be
taken at any meeting of the Board or of any committee thereof may be taken
without a meeting
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if a written consent thereto is signed by all members of the Board or of such
committee, as the case may be, and such written consent is filed with the
minutes of proceedings of the Board or such committee. Such action by written
consent shall have the same force and effect as the unanimous vote of such
directors.
SECTION 3.12 COMPENSATION. No stated salary need be paid to directors,
as such, for their services but, as fixed from time to time by resolution of
the Board, the directors may receive directors' fees, compensation and
reimbursement for expenses for attendance at directors' meetings, for serving
on committees and for discharging their duties; provided, however, that
nothing herein contained shall be construed to preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor.
SECTION 3.13 COMMITTEES. The Board 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. Any such
committee, to the extent provided in the resolution of the Board, shall have
and may exercise all the powers and authority of the Board 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 it, but no
such committee shall have any 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 of the Board expressly so provides, no such committee
shall have the power or authority to declare a dividend or to authorize the
issuance of stock. Any such committee shall keep written minutes of its
meetings and report the same to the Board when required.
In the absence of any member of any such committee, the members thereof
present at any meeting and not disqualified from voting, whether or not they
constitute a quorum, may appoint another member of the Board to act at the
meeting in the place of such absent member.
A majority of the members, or replacements thereof, of any such
committee shall constitute a quorum for the transaction of business. Every
act or decision done or made by a majority of the members, or replacements
thereof, of any such committee shall be regarded as the act or decision of
the entire committee.
SECTION 3.14 OFFICERS OF THE BOARD. The Board shall have a Chairman of
the Board and may, at the discretion of the Board, have one or more Vice
Chairmen. The Chairman of the Board and the Vice Chairmen shall be appointed
from time to time by the Board and shall have such powers and duties as shall
be designated by the Board.
SECTION 3.15 REMOVAL. Any or all of the directors may be removed, either
for or without cause, at any meeting of stockholders called expressly for
that purpose, by the
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affirmative vote, in person or by proxy, of the holders of a majority of the
shares of stock of the Corporation then entitled to vote for the election of
directors. (Amended May 17, 1987)
ARTICLE IV
OFFICERS
SECTION 4.01 OFFICERS. The Officers of the Corporation shall be a
Chairman of the Board, a Chief Executive Officer, a President, a Secretary
and a Treasurer. The Corporation may also have, at the discretion of the
Board, one or more Vice Presidents, one or more Assistant Vice Presidents, one
or more Assistant Secretaries, one or more Assistant Treasurers and such
other officers as may be appointed in accordance with the provisions of
Section 4.03 of these Bylaws. One person may hold two or more offices,
except that the Secretary may not also hold the office of President. The
salaries of all officers of the Corporation shall be fixed by the Board.
SECTION 4.02 ELECTION. The officers of the Corporation, except such
officers as may be appointed in accordance with the provisions of Section
4.03 or Section 4.05 of these Bylaws, shall be chosen annually by the Board,
and each shall hold his office until he shall resign or shall be removed or
otherwise disqualified to serve or until his successor shall be elected and
qualified.
SECTION 4.03 SUBORDINATE OFFICERS. The Board may appoint, or may
authorize the Chief Executive Officer to appoint, such other officers as the
business of the Corporation may require, each of whom shall have such
authority and perform such duties as are provided in these Bylaws or as the
Board or the President from time to time may specify and shall hold office
until he shall resign or shall be removed or otherwise disqualified to serve.
SECTION 4.04 REMOVAL AND RESIGNATION. Any officer may be removed, with
or without cause, by a majority of the directors at the time in office, at
any regular or special meeting of the Board or, except in case of an officer
chosen by the Board, by the Chief Executive Officer upon whom such power of
removal may be conferred by the Board.
Any officer may resign at any time by giving written notice to the
Board, the Chairman of the Board, the President or the Secretary of the
Corporation. Any such resignation shall take effect at the date of the
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 4.05 VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in
the manner prescribed in the Bylaws for the regular appointments to such
office.
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SECTION 4.06 CHIEF EXECUTIVE OFFICER. The Chief Executive Officer of the
Corporation shall, subject to the control of the Board, have general
supervision, direction and control of the business and affairs of the
Corporation. He shall preside at all meetings of stockholders and the Board.
He shall have the general powers and duties of management usually vested in
the chief executive officer of a corporation and shall have such other powers
and duties with respect to the administration of the business and affairs of
the Corporation as may from time to time be assigned to him by the Board or
as prescribed by the Bylaws. In the absence or disability of the President,
the Chief Executive Officer, in addition to his assigned duties and powers,
shall perform all the duties of the President and when so acting shall have
all the powers and be subject to all restrictions upon the President.
SECTION 4.07 PRESIDENT. The President shall exercise and perform such
powers and duties with respect to the administration of the business and
affairs of the Corporation as may from time to time be assigned to him by the
Chief Executive Officer (unless the President is also the Chief Executive
Officer) or by the Board or as is prescribed by the Bylaws. In the absence or
disability of the Chief Executive Officer, the President shall perform all of
the duties of the Chief Executive Officer and when so acting shall have all
the powers and be subject to all the restrictions upon the Chief Executive
Officer.
SECTION 4.08 VICE PRESIDENT. The Vice President(s), if any, shall
exercise and perform such powers and duties with respect to the
administration of the business and affairs of the Corporation as from time
to time may be assigned to each of them by the President, by the Chief
Executive Officer, by the Board or as its prescribed by the Bylaws. In the
absence or disability of the President, the Vice Presidents, in order of
their rank as fixed by the Board, or if not ranked, the Vice President
designated by the Board, shall perform all of the duties of the President and
when so acting shall have all of the powers of and be subject to all the
restrictions upon the President.
SECTION 4.09 SECRETARY. The Secretary shall keep, or cause to be kept, a
book of minutes at the principal office for the transaction of the business
of the Corporation, or such other place as the Board may order, of all
meetings of directors and stockholders, with the time and place of holding,
whether regular or special, and if special, how authorized and the notice
thereof given, the names of those present at directors' meetings, the number
of shares present or represented at stockholders' meetings and the
proceedings thereof.
The Secretary shall keep, or cause to be kept, at the principal office
for the transaction of the business of the Corporation or at the office of
the Corporation's transfer agent, a share register, or a duplicate share
register, showing the names of the stockholders and their addresses, the
number and classes of shares held by each, the number and date of
certificates issued for the same, and the number and date of cancellation of
every certificate surrendered for cancellation.
The Secretary shall give, or cause to be given, notice of all the
meetings of the stockholders and of the Board required by these Bylaws or by
law to be given, and he shall keep
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the seal of the Corporation in safe custody and shall have such other powers
and perform such other duties as may be prescribed by the Board or these
Bylaws. If for any reason the Secretary shall fail to give notice of any
special meeting of the Board called by one or more of the persons identified
in Section 3.09 of these Bylaws, or if he shall fail to give notice of any
special meeting of the stockholders called by one or more of the persons
identified in Section 2.02 of these Bylaws, then any such person or persons
may give notice of any such special meeting.
SECTION 4.10 TREASURER. The Treasurer shall keep and maintain, or cause
to be kept and maintained, adequate and correct accounts of the properties
and business transactions of the Corporation, including accounts of its
assets, liabilities, receipts, disbursements, gains, losses, capital, surplus
and shares. Any surplus, including earned surplus, paid-in surplus and
surplus arising from a reduction of capital, shall be classified according to
source and shown in a separate account. The books of account at all
reasonable times shall be open to inspection by any director.
The Treasurer shall deposit all moneys and other valuables in the name
and to the credit of the Corporation with such depositories as may be
designated by the Board. He shall disburse the funds of the Corporation as
may be ordered by the Board, shall render to the President, to the Chief
Executive Officer and to the directors, whenever they request it, an account
of all of his transactions as Treasurer and of the financial condition of the
Corporation and shall have such other powers and perform such other duties as
may be prescribed by the Board or these Bylaws.
ARTICLE V
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC
SECTION 5.01 EXECUTION OF CONTRACTS. The Board, except as otherwise
provided in these Bylaws, may authorize any officer or officers, agent or
agents, to enter into any contract or execute any instrument in the name and
on behalf of the Corporation, and such authority may be general or confined
to specific instances, and unless so authorized by the Board or by these
Bylaws, 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 for any purpose or in any amount.
SECTION 5.02 CHECKS; DRAFT, ETC. All checks, drafts or other orders for
payment of money, notes or other evidence of indebtedness, issued in the name
of or payable to the Corporation, shall be signed or endorsed by such person
or persons and in such manner as, from time to time, shall be determined by
resolution of the Board. Each such person shall give such bond, if any, as
the Board may require.
SECTION 5.03 DEPOSIT. 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
may select or as may be selected by any officer or
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officers, assistant or assistants, agent or agents, or attorney or attorneys
of the Corporation to whom such power shall have been delegated by the Board.
For the purpose of deposit and for the purpose of collection for the account
of the Corporation, the President, the Chief Executive Officer, any Vice
President or the Treasurer (or any other officer or officers, assistant or
assistants, agent or agents, or attorney or attorneys of the Corporation who
shall be determined by the Board from time to time) may endorse, assign and
deliver checks, drafts and other orders for the payment of money which are
payable to the order of the Corporation.
SECTION 5.04 GENERAL AND SPECIAL BANK ACCOUNTS. The Board from time to
time may authorize the opening and keeping of general and special bank
accounts with such banks, trust companies or other depositories as the Board
may select or as may be selected by an officer or officers, assistant or
assistants, agent or agents, or attorney or attorneys of the Corporation to
whom such power shall have been delegated by the Board. The Board may make
such special rules and regulations with respects to such bank accounts, not
inconsistent with the provisions of these Bylaws, as it may deem expedient.
ARTICLE IV
SHARES AND THEIR TRANSFER
SECTION 6.01 CERTIFICATES FOR STOCK. Every owner of stock of the
Corporation shall be entitled to have a certificate or certificates, in such
form as the Board shall prescribe, certifying the number and class of shares
of the stock of the Corporation owned by him. The certificates representing
shares of such stock shall be numbered in the order in which they shall be
issued and shall be signed in the name of the Corporation by the Chairman of
the Board, the President or a Vice President and by the Secretary or an
Assistant Secretary or by the Treasurer or an Assistant Treasurer. Any or all
of the signatures on the certificates may be a facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon any such certificate shall thereafter have
ceased to be such officer, transfer agent or registrar before such
certificate is issued, such certificate may nevertheless be issued by the
Corporation with the same effect as though the person who signed such
certificate, or whose facsimile signature shall have been placed thereupon,
were such officer, transfer agent or registrar at the date of issue. A record
shall be kept of the respective names of the persons, firms or corporations
owning the stock represented by such certificates, the number and class of
shares represented by such certificates, respectively, and the respective
dates thereof, and in case of cancellation, the respective dates of
cancellation. Every certificate surrendered to the Corporation for exchange
or transfer shall be cancelled, and no new certificate or certificates shall
be issued in exchange for any existing certificate until such existing
certificate shall have been so cancelled, except in cases provided for in
Section 6.04 of these Bylaws.
SECTION 6.02 TRANSFER OF STOCK. Transfer of shares of stock of the
Corporation shall be made only on the books of the Corporation by the
registered holder thereof, or by his attorney thereunto authorized by power
of attorney duly executed and filed with the Secretary, or with a transfer
clerk or a transfer agent appointed as provided in Section 6.03 of
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these Bylaws, and upon surrender of the certificate or certificates for such
shares properly endorsed and the payment of all taxes thereon. The person in
whose name shares of stock stand on the books of the Corporation shall be
deemed the owner thereof for all purposes as regards the Corporation.
Whenever any transfer of shares shall be made for collateral security, and
not absolutely, such fact shall be stated expressly in the entry of transfer
if, when the certificate or certificates shall be presented to the
Corporation for transfer, both the transferor and the transferee request the
Corporation to do so.
SECTION 6.03 REGULATIONS. The Board may make such rules and regulations
as it may deem expedient, not inconsistent with these Bylaws, concerning the
issue, transfer and registration of certificates for shares of the stock of
the Corporation. The Board may appoint, or authorize any officer or officers
to appoint, one or more transfer clerks or one or more transfer agents and
one or more registrars and may require all certificates for stock to bear the
signature or signatures of any of them.
SECTION 6.04 LOST, STOLEN, DESTROYED AND MUTILATED CERTIFICATES. In any
case of loss, theft, destruction, or mutilation of any certificate of stock,
another may be issued in its place upon proof of such loss, theft,
destruction, or mutilation and upon the giving of a bond of indemnity to the
Corporation in such form and in such sums as the Board may direct; provided,
however, that new certificate may be issued without requiring any bond when,
in the judgment of the Board, it is proper to do so.
SECTION 6.05 RECORD DATE. 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 entitled to exercise any rights
in respect of any other change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board may fix, conversion or exchange
of stock or for the purpose of any other lawful action, the Board may fix, in
advance, a record date, which shall not be more than sixty (60) nor less
than ten (10) days before the date of such meeting nor more than sixty (60)
days prior to any other action. If, in any case involving the determination
of stockholders for any purpose other than other than notice of or voting at
a meeting of stockholders, the Board shall not fix such a record date, the
record date for determining stockholders for such purpose shall be the close
of business on the day on which the Board shall adopt the resolution relating
thereto. A determination of stockholders entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of such meeting;
provided, however, that the Board may fix a new record date for the adjourned
meeting.
SECTION 6.06 REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The
President or any Vice President and the Secretary or any Assistant Secretary
of this Corporation are authorized to vote, represent and exercise on behalf
of this Corporation all rights incident to all shares of any other
corporation r corporations standing in the name for this Corporation. The
authority herein granted to said officers to vote or represent on behalf of
this Corporation any and all shares held by this Corporation in any other
corporation or corporations may be exercised either by such officers in
person or by any person authorized so to do by proxy or power of attorney
duly executed by said officers.
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ARTICLE VII
INDEMNIFICATION
SECTION 7.01 ACTIONS OTHER THAN BY OR IN THE RIGHT OF THE CORPORATION.
The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise or as a member of any committee or
similar body, against expenses (including attorneys' fees), judgments, fines,
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in, or not opposed to, the best
interests of the Corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the person did not act in good faith and in
a manner which he reasonably believed to be in, or not opposed to, the best
interests of the Corporation and, with respect to any criminal action or
proceeding, that he had reasonable cause to believe that his conduct was
unlawful.
SECTION 7.02 ACTIONS BY OR IN THE RIGHT OF THE CORPORATION. The
Corporation shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by
or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent
of the Corporation, or is or was serving at the request of the Corporation as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, or as a member of any committee or
similar body, against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the Corporation,
except that no indemnification shall be made in respect of any claim, issue
or matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the Corporation
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnify for such expenses which the court
shall deem proper.
SECTION 7.03 DETERMINATION OF RIGHT OF INDEMNIFICATION. Any
indemnification under Section 7.01 or 7.02 of these Bylaws (unless ordered by
a court) shall be made by the Corporation only as authorized in the specific
case upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Sections 7.01 and 7.02 of these
Bylaws.
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Such determination shall be made (i) by the Board by a majority vote of a
quorum consisting of directors who were not parties to such action, suit or
proceeding, or (ii) if such a quorum is not obtainable, or, even if
obtainable, a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (iii) by the stockholders.
SECTION 7.04 INDEMNIFICATION AGAINST EXPENSES OF SUCCESSFUL PARTY.
Notwithstanding the other provisions of this Article VII, to the extent that
a director, officer, employee or agent of the Corporation has been successful
on the merits or otherwise in defense of any action, suit or proceeding
referred to in Section 7.01 or 7.02 of these Bylaws, or in defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
SECTION 7.05 ADVANCE OF EXPENSES. Expenses incurred in defending a
civil or criminal action, suit or proceeding may be paid by the Corporation
in advance of the final disposition of such action, suit or proceeding as
authorized by the Board in the specific case upon receipt of an undertaking
by or on behalf of the director, officer, employee or agent 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 Article. (as amended)
SECTION 7.06 OTHER RIGHTS AND REMEDIES. The indemnification and
advancement of expenses provided by, or guaranteed pursuant to, the other
subsections of this Article VII shall not be deemed exclusive and is declared
expressly to be nonexclusive of any other rights to which those 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, and shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit
of the heirs, executors and administrators of such a person. (as amended)
SECTION 7.07 INSURANCE. Upon resolution passed by the Board, the
Corporation may purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise or as a member of any committee or similar body, against
any liability asserted against him and incurred by him in any such capacity
or arising out of his status as such, whether or not the Corporation would
have the power to indemnify him against such liability under the provisions
of this Article VII.
SECTION 7.08 CONSTITUENT CORPORATIONS. For the purposes of this Article
VII, references to "the Corporation" include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers and employees or agents, so that any person who is or was
a director, officer, employee or agent of such constituent corporation or is
or was serving at the request of such constituent corporation as a director,
officer, employee or agent of another
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corporation, partnership, joint venture, trust or other enterprise or as a
member of any committee or similar body shall stand in the same position
under the provisions of this Article VII with respect to the resulting or
surviving corporation as he would have with respect to such constituent
corporation if its separate existence had continued.
SECTION 7.09 EMPLOYEE BENEFIT PLANS. For the purposes of this Article
VII, references to "other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes assessed on a person
with respect to an employee benefit plan; and references to "serving at the
request of the Corporation" shall include any service as a director, officer,
employee or agent which imposes duties on, or involves services by, such
director, officer, employee or agent with respect to an employee benefit
plan, its participants or beneficiaries. A person who acted in good faith and
in a manner he reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted
in a manner "not opposed to the best interests of the Corporation" within the
meaning of this Article VII.
SECTION 7.10 SEVERABILITY. If any part of this Article VII shall be
found, in any action, suit or proceeding or appeal therefrom or in any other
circumstances or as to any particular officer, director, employee or agent to
be unenforceable, ineffective or invalid for any reason, the enforceability,
effect and validity of the remaining parts or of such parts in other
circumstances shall not be affected, except as otherwise required by
applicable law.
SECTION 7.11 AMENDMENTS. The foregoing provisions of this Article VII
shall be deemed to constitute an agreement between the corporation and each
of the persons entitled to indemnification hereunder, for as long as such
provisions remain in effect. Any amendment to the foregoing provisions of
this Article VII which limits or otherwise adversely affects the scope of
indemnification or rights of any such persons hereunder shall, as to such
persons, apply only to claims arising, or causes of action based on actions
or events occurring, after such amendment and delivery of notice of such
amendment to the person or persons so affected. Until notice of such
amendment is given to the person or persons whose rights hereunder are
adversely affected, such amendment shall have no effect on such rights of
such persons hereunder. Any person entitled to indemnification under the
foregoing provisions of this Article VII, as to any act or omission occurring
prior to the date of receipt of such notice, shall be entitled to
indemnification to the same extent as if such provisions had continued as
Bylaws of the Corporation without such amendment.
ARTICLE VIII
MISCELLANEOUS
SECTION 8.01 SEAL. The Board shall provide a corporate seal, which
shall be in the form of a circle and shall bear the name of the Corporation
and words and figures showing that the Corporation was incorporated in the
State of Delaware and showing the year of incorporation.
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SECTION 8.02 WAIVER OF NOTICES. Whenever notice is required to be given
by these Bylaws or the Certificate of Incorporation or by law, the person
entitled to said notice may waive such notice in writing, either before or
after the time stated therein, and such waiver shall be deemed equivalent to
notice.
SECTION 8.03 LOANS AND GUARANTIES. The Corporation may lend money to,
or guarantee any obligation of, and otherwise assist any officer or other
employee of the Corporation or of its subsidiaries, including any officer
who is a director, whenever, in the judgment of the Board, such loan,
guaranty or assistance may reasonably be expected to benefit the Corporation.
The loan, guaranty, or other assistance may be with or without interest and
may be unsecured or secured in such manner as the Board shall approve,
including, without limitation, a pledge of shares of stock of the Corporation.
SECTION 8.04 GENDER. All personal pronouns used in these Bylaws shall
include the other genders, whether used in the masculine, feminine or neuter
gender, and the singular shall include the plural, and visa versa, whenever
and as often as may be appropriate.
SECTION 8.05 AMENDMENTS. These Bylaws, or any of them, may be
rescinded, altered, amended or repealed, and new Bylaws may be made (i) by
the Board, by vote of a majority of the number of directors then in office as
directors, acting at any meeting of the Board or (ii) by the stockholders, by
the vote of a majority of the outstanding shares of voting stock of the
Corporation, at an annual meeting of stockholders, without previous notice,
or at any special meeting of stockholders, provided that notice of such
proposed amendment, modification, repeal or adoption is given in the notice
of special meeting: provided, however, that Section 2.02 of these Bylaws can
only be amended if that Section was amended would not conflict with the
Corporation's Certificate of Incorporation. Any Bylaw made or altered by the
stockholders may be altered or repealed by the Board or may be altered or
repealed by the stockholders.
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