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Exhibit 3.ii(d)
BY-LAWS
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GSL CORPORATION
(herein called the "Corporation")
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ARTICLE I
STOCKHOLDERS
SECTION 1.01. ANNUAL MEETING. The Board of Directors by resolution
shall designate the time, place and date (which shall be, in the case of the
first annual meeting, not more than 13 months after the organization of the
Corporation and, in the case of all other annual meetings, not more than 13
months after the date of the last annual meeting) of the annual meeting of the
stockholders for the election of directors and the transaction of such other
business as may come before it.
SECTION 1.02. SPECIAL MEETINGS. Special meetings of the stockholders,
for any purpose or purposes, may be called at any time by the Chairman, the
Vice-Chairman, the President, any Vice-President, the Treasurer or the Secretary
or by resolution of the Board of Directors and shall be called by the Secretary
upon receipt by the Secretary of a request to the Corporation in
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writing signed by the holders of at least 35% of the Common Stock of the
Corporation then outstanding. Special meetings of stockholders shall be held at
such place, within or without the State of Delaware, as shall be fixed by the
person or persons calling the meeting and stated in the notice or waiver of
notice of the meeting.
SECTION 1.03. NOTICE OF MEETINGS OF STOCKHOLDERS. Whenever stockholders
are required or permitted to take any action at a meeting, written notice of the
meeting shall be given (unless that notice shall be waived or unless the meeting
is to be dispensed with in accordance with the provisions of the General
Corporation Law of the State of Delaware) which shall state the place, date and
hour of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called. The written notice of any meeting
shall be given, personally or by mail, not less than ten nor more than sixty
days before the date of the meeting to each stockholder entitled to vote at such
meeting. If mailed, such notice is given when deposited in the United States
mail, postage prepaid, directed to the stockholder at his address as it appears
on the records of the Corporation.
When a meeting is adjourned to another time or place, notice need not
be given of the adjourned meeting if the time and place thereof are announced
at the meeting at which the adjournment is taken. At the adjourned meeting the
Corporation may transact any business which might have been transacted at the
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original meeting. 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 1.04. QUORUM. At all meetings of the stockholders, the holders
of one-third of the stock issued and outstanding and entitled to vote thereat,
present in person or by proxy, shall constitute a quorum for the transaction of
any business.
When a quorum is once present to organize a meeting, it is not broken
by the subsequent withdrawal of any stockholders.
The stockholders present may adjourn the meeting despite the absence of
a quorum and at any such adjourned meeting at which the requisite amount of
voting stock shall be represented, the Corporation may transact any business
which might have been transacted at the original meeting had a quorum been there
present.
SECTION 1.05. METHOD OF VOTING. The vote upon any question before the
meeting need not be by ballot. All elections and all other questions shall be
decided by a plurality of the votes cast, at a meeting at which a quorum is
present, except as expressly provided otherwise by the General Corporation Law
of the State of Delaware or the Certificate of Incorporation.
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SECTION 1.06. VOTING RIGHTS OF STOCKHOLDERS AND PROXIES. Each
stockholder of record entitled to vote in accordance with the laws of the
State of Delaware, the Certificate of Incorporation or these By-Laws, shall
at every meeting of the stockholders be entitled to one vote in person or by
proxy for each share of stock entitled to vote standing in his name on the
books of the Corporation, but no proxy shall be voted on after three years
from its date, unless the proxy provides for a longer period.
SECTION 1.07. OWNERSHIP OF ITS OWN STOCK. Shares of its own capital
stock belonging to the Corporation or to another corporation, if a majority
of the shares entitled to vote in the election of directors of such other
corporation is held, directly or indirectly, by the Corporation, shall
neither be entitled to vote nor be counted for quorum purposes. Nothing in
this section shall be construed as limiting the right of any corporation to
vote stock, including but not limited to its own stock, held by it in a
fiduciary capacity.
SECTION 1.08. VOTING BY FIDUCIARIES AND PLEDGORS. Persons holding
stock in a fiduciary capacity shall be entitled to vote the shares so held.
Persons whose stock is pledged shall be entitled to vote, unless in the
transfer by the pledgor on the books of the Corporation he has expressly
empowered the pledgee to vote thereon, in which case only the pledgee, or his
proxy, may represent such stock and vote thereon.
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If shares or other securities having voting power stand 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 if two or more persons have the same fiduciary relationship
respecting the same shares, unless the Secretary of the Corporation is given
written notice to the contrary and is furnished with a copy of the instrument
or order appointing them or creating the relationship wherein it is so
provided, their acts with respect to voting shall have the following effect:
(1) If only one votes, his act binds all;
(2) If more than one vote, the act of the majority so voting binds
all;
(3) If more than one vote, but the vote is evenly split on any
particular matter, each faction may vote the securities in question
proportionally, or any person voting the shares, or a beneficiary, if any,
may apply to the Court of Chancery or such other court as may have
jurisdiction to appoint an additional person to act with the persons so
voting the shares, which shall then be voted as determined by a majority of
such persons and the person appointed by the Court. If the instrument so
filed shows that any such tenancy is held in unequal interests, a majority or
even-split for the purpose of this subsection shall be a majority or
even-split in interest.
SECTION 1.09. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF
RECORD. In order to determine the stockholders
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(i) entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or (ii) entitled to express consent to corporate action
in writing without a meeting, or (iii) entitled to receive payment of any
dividend or other distribution or allotment of any rights, or (iv) entitled
to exercise any rights in respect of any change, conversion or exchange of
stock, or (v) for the purpose of any other lawful action, the Board of
Directors may fix, in advance, a record date, which shall not be more than
sixty nor less than ten days before the date of such meeting, nor more than
sixty days prior to any other action. If no record date is fixed by the Board
of Directors, the record date shall be determined in accordance with the
provisions of the General Corporation Law of the State of Delaware.
SECTION 1.10. LIST OF STOCKHOLDERS. The officer who has charge of
the stock ledger of the Corporation shall prepare and make, at least ten days
before every meeting of the 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
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so specified, at the place where said meeting is to be held), and the list
shall 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 may be
present. Upon the willful neglect or refusal of the directors to produce such
a list at any meeting for the election of directors, they shall be ineligible
for election to any office at such meeting.
SECTION 1.11. STOCKHOLDER'S RIGHT OF INSPECTION. Stockholders of
record, in person or by attorney or other agent, shall have the right, upon
written demand under oath stating the purpose thereof, during the usual hours
for business to inspect for any proper purpose the Corporation's stock
ledger, a list of its stockholders, and its other books and records, and to
make copies or extracts therefrom. A proper purpose shall mean a purpose
reasonably related to such person's interest as a stockholder. In every
instance where an attorney or other agent shall be the person who seeks the
right to inspection, the demand under oath shall be accompanied by a power of
attorney or such other writing which authorizes the attorney or other agent
to so act an behalf of the stockholder. The demand under oath shall be
directed to the Corporation at its registered office in this State or at its
principal place of business.
The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by
Section 1.10 or the books of the Corporation, or to vote in person or by
proxy at any meeting of the stockholders.
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ARTICLE II
DIRECTORS
SECTION 2.01. MANAGEMENT OF BUSINESS. The business of the
Corporation shall be managed by its Board of Directors.
The Board of Directors, in addition to the powers and authority
expressly conferred upon it herein, by statute, by the Certificate of
Incorporation of the Corporation or otherwise, is hereby empowered to
exercise all such powers as may be exercised by the Corporation, except as
expressly provided otherwise by the statutes of the State of Delaware, by the
Certificate of Incorporation of the Corporation or by these By-Laws.
Without prejudice to the generality of the foregoing, the Board of
Directors, by resolution or resolutions, may create and issue, whether or not
in connection with the issue and sale of any shares of stock or other
securities of the Corporation, rights or options entitling the holders
thereof to purchase from the Corporation any shares of its capital stock of
any class or classes or any other securities of the Corporation, such rights
or options to be evidenced by or in such instrument or instruments as shall
be approved by the Board of Directors. The terms upon which, including the
time or times, which may be limited or unlimited in duration, at or within
which, and the price or prices at which, any such rights or options may be
issued and any such shares or other securities may be purchased from the
Corporation upon the exercise of any such right or option shall be such as
shall be fixed and stated in the
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resolution or resolutions adopted by the Board of Directors providing for the
creation and issue of such rights or options, and, in every case, set forth
or incorporated by reference in the instrument or instruments evidencing such
rights or options. In the absence of actual fraud in the transaction, the
judgment of the directors as to the consideration for the issuance of such
rights or options and the sufficiency thereof shall be conclusive. In case
the shares of stock of the Corporation to be issued upon the exercise of such
rights or options shall be shares having a par value, the price or prices so
to be received therefor shall not be less than the par value thereof. In case
the shares of stock so to be issued shall be shares of stock without par
value, the consideration therefor shall be determined in the manner provided
in Section 153 of the General Corporation Law of the State of Delaware.
SECTION 2.02. QUALIFICATIONS AND NUMBER OF DIRECTORS. Directors need
not be stockholders. The number of directors which shall constitute the whole
Board shall be three, but this number may be increased and subsequently again
from time to time increased or decreased by an amendment to these By-Laws but
in no case shall the number be less than three or more than seven.
SECTION 2.03. ELECTION AND TERM. The directors shall be elected at
the annual meeting of the stockholders, and each director shall be elected to
hold office until his successor
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shall be elected and qualified, or until his earlier resignation or removal.
SECTION 2.04. RESIGNATIONS. Any director of the Corporation may
resign at any time by giving written notice to the Corporation. Such
resignation shall take effect at the time specified therein, if any, or if no
time is specified therein, then upon receipt of such notice by the
Corporation; and, unless otherwise provided therein, the acceptance of such
resignation shall not be necessary to make it effective.
SECTION 2.05. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Vacancies
and newly created directorships resulting from any increase in the authorized
number of directors may be filled by a majority of the directors then in
office, though less than a quorum, or by a sole remaining director, and the
directors so chosen shall hold office until their successors shall be elected
and qualified, or until their earlier resignation or removal, provided,
however, that the stockholders removing any director may at the same meeting
fill the vacancy caused by such removal, and provided further that if the
directors fail to fill any such vacancy, the stockholders may at any special
meeting called for such purpose, by written consent or otherwise, fill such
vacancy. When one or more directors shall resign from the Board, effective at
a future date, a majority of the directors then in office, including those
who have so resigned, shall have power to fill such vacancy or
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vacancies, the vote thereon to take effect when such resignation or
resignations shall become effective, and each director so chosen shall hold
office as herein provided in the filling of other vacancies.
SECTION 2.06. QUORUM OF DIRECTORS. At all meetings of the Board of
Directors, two or more 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 provided in Section 2.05 hereof.
A majority of the directors present, whether or not a quorum
is present, may adjourn any meeting of the directors to another time and
place. Notice of any adjournment need not be given if such time and place are
announced at the meeting.
SECTION 2.07. ANNUAL MEETING. The newly elected Board of Directors
shall meet immediately following the adjournment of the annual meeting of
stockholders in each year at the same place, within or without the State of
Delaware, and no notice of such meeting shall be necessary.
SECTION 2.08. REGULAR MEETINGS. Regular meetings of the Board of
Directors may be held at such time and place, within or without the State of
Delaware, as shall from time to time be fixed by the Board and no notice
thereof shall be necessary.
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SECTION 2.09. SPECIAL MEETINGS. Special meetings may be called at any
time by the Chairman, or by any two members of the Board of Directors. Special
meetings shall be held at such place, within or without the State of Delaware,
as shall be fixed by the person or persons calling the meeting and stated in the
notice or waiver of notice of the meeting.
Special meetings of the Board of Directors shall be held upon notice to
the directors or waiver thereof.
Unless waived, notice of each special meeting of the directors, stating
the time and place of the meeting, shall be given to each director by delivered
letter, by telegram or by personal communication either over the telephone or
otherwise, in each such case not later than the second day prior to the meeting,
or by mailed letter deposited in the United States mail with postage thereon
prepaid not later than the seventh day prior to the meeting. Notices of special
meetings of the Board of Directors and waivers thereof need not state the
purpose or purposes of the meeting.
SECTION 2.10. ACTION WITHOUT A MEETING. Any action required or
permitted to be taken at any 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 a writing or writings and the
writing or writings are filed with the minutes of proceedings of the Board or
committee.
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SECTION 2.11. COMPENSATION. Directors shall receive such fixed sums and
expenses of attendance for attendance at each meeting of the Board or of any
committee and/or such salary as may be determined from time to time by the Board
of Directors; provided that nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.
SECTION 2.12. EXECUTIVE COMMITTEE. The Board of Directors may not, by
resolution or otherwise, permit the formation of an Executive Committee.
ARTICLE III
OFFICERS
SECTION 3.01. NUMBER. The officers of the Corporation shall be chosen
by the Board of Directors. The officers shall be a Chairman, a Vice-Chairman, a
President, a Secretary and a Treasurer, and such number of Vice-Presidents,
Assistant Secretaries and Assistant Treasurers, and such other officers, if any,
as the Board may from time to time determine. The Board may choose such other
agents as it shall deem necessary. Any number of offices may be held by the same
person.
SECTION 3.02. TERMS OF OFFICE. Each officer shall hold his office until
his successor is chosen and qualified or until his earlier resignation or
removal. Any officer may resign at any time upon written notice to the
Corporation.
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SECTION 3.03. REMOVAL. Any officer may be removed from office at any
time by the Board of Directors with or without cause.
SECTION 3.04. AUTHORITY. The Secretary shall record all of the
proceedings of the meetings of the stockholders and directors in a book to be
kept for that purpose, and shall have the authority, perform the duties and
exercise the powers in the management of the Corporation usually incident to the
office held by him, and/or such other authority, duties and powers as may be
assigned to him from time to time by the Board of Directors, the Chairman, the
Vice-Chairman or the President. The other officers, and agents, if any, shall
have the authority, perform the duties and exercise the powers in the management
of the Corporation usually incident to the offices held by them, respectively,
and/or such other authority, duties and powers as may be assigned to them from
time to time by the Board of Directors or (except in the case of the Chairman,
the Vice-Chairman or the President, as appropriate) by the Chairman, the
Vice-Chairman or the President.
SECTION 3.05. VOTING SECURITIES OWNED BY THE CORPORATION. Powers of
attorney, proxies, waivers of notice of meeting, consents and other instruments
relating to securities owned by the Corporation may be executed in the name of
and on behalf of the Corporation by the Chairman, the Vice-Chairman, the
President or any Vice-President and any such officer may, in the
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name of and on behalf of the Corporation, take all such action as any such
officer may deem advisable to vote in person or by proxy at any meeting of
security holders of any corporation in which the Corporation may own securities
and at any such meeting shall possess and may exercise any and all rights and
powers incident to the ownership of such securities and which, as the owner
thereof, the Corporation might have exercised and possessed if present. The
Board of Directors may, by resolution, from time to time confer like powers upon
any other person or persons.
ARTICLE IV
CAPITAL STOCK
SECTION 4.01. STOCK CERTIFICATES. 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 Chairman or Vice-Chairman of the Board of Directors, or
the President or a Vice-President, and by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary, of the Corporation,
certifying the number of shares owned by him in the Corporation. Where such
certificate is signed (1) by a transfer agent other than the Corporation or its
employee, or (2) by a registrar other than the Corporation or its employee, the
signatures of the officers of the Corporation may be facsimiles. In case 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, it may be issued by the
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Corporation with the same effect as if he were such officer at the date of
issue.
SECTION 4.02. TRANSFERS. Stock of the Corporation shall be transferable
in the manner prescribed by the laws of the State of Delaware.
SECTION 4.03. REGISTERED HOLDERS. Prior to due presentment for
registration of transfer of any security of the Corporation in registered form,
the Corporation shall treat the registered owner as the person exclusively
entitled to vote, to receive notifications and to otherwise exercise all the
rights and powers of an owner, and shall not be bound to recognize any equitable
or other claim to, or interest in, any security, whether or not the Corporation
shall have notice thereof, except as otherwise provided by the laws of the State
of Delaware.
SECTION 4.04. NEW CERTIFICATES. The Corporation shall issue a new
certificate of stock in the place of any certificate theretofore issued by it,
alleged to have been lost, stolen or destroyed, if the owner: (1) so requests
before the Corporation has notice that the shares of stock represented by that
certificate have been acquired by a bona fide purchaser; (2) files with the
Corporation a bond sufficient (in the judgment of the directors) or with respect
to institutional investors an agreement, to indemnify the Corporation against
any claim that may be made against it on account of the alleged loss or theft of
that certificate or the issuance of a new certificate; and
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(3) satisfies any other requirements imposed by the directors that are
reasonable under the circumstances. A new certificate may be issued without
requiring any bond when, in the judgment of the directors, it is proper so to
do.
ARTICLE V
INDEMNIFICATION
SECTION 5.01. The Corporation shall indemnify its officers, directors,
employees and agents to the fullest extent permitted by the General Corporation
Law of Delaware and Article SIXTH of the Certificate of Incorporation of the
Corporation.
ARTICLE VI
MISCELLANEOUS
Section 6.01. OFFICES. The registered office of the Corporation in the
State of Delaware shall be at Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801. The Corporation may also have offices at other
places within and/or without the State of Delaware.
SECTION 6.02. SEAL. The corporate seal shall have inscribed thereon the
name of the Corporation, the year of its incorporation and the words "Corporate
Seal Delaware."
SECTION 6.03. CHECKS. All checks or demands for money shall be signed
by such person or persons as the Board of Directors may from time to time
determine.
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SECTION 6.04. FISCAL YEAR. The fiscal year shall begin the first day
after the last Saturday in March and shall end on the last Saturday in March.
SECTION 6.05. WAIVERS OF NOTICE; DISPENSING WITH NOTICE. Whenever any
notice whatever is required to be given under the provisions of the General
Corporation Law of the State of Delaware, of the Certificate of Incorporation of
the Corporation, or of these By-Laws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
stockholders need be specified in any written waiver of notice.
Attendance of a person at a meeting of stockholders shall constitute a
waiver of notice of such meeting, except when the stockholder 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.
Whenever any notice whatever is required to be given under the
provisions of the General Corporation Law of the State of Delaware, of the
Certificate of Incorporation of the Corporation, or of these By-Laws, to any
person with whom communication is made unlawful by any law of the United States
of America, or by any rule, regulation, proclamation or executive order issued
under any such law, then the giving of such notice
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to such person shall not be required and there shall be no duty to apply to any
governmental authority or agency for a license or permit to give such notice to
such person; and any action or meeting which shall be taken or held without
notice to any such person or without giving or without applying for a license or
permit to give any such notice to any such person with whom communication is
made unlawful as aforesaid, shall have the same force and effect as if such
notice had been given as provided under the provisions of the General
Corporation Law of the State of Delaware, or under the provisions of the
Certificate of Incorporation of the Corporation or of these By-Laws. In the
event that the action taken by the Corporation is such as to require the filing
of a certificate under any of the other sections of this title, the certificate
shall state, if such is the fact and if notice is required, that notice was
given to all persons entitled to receive notice except such persons with whom
communication is unlawful.
SECTION 6.06. LOANS TO AND GUARANTEES OF OBLIGATIONS OF EMPLOYEES AND
OFFICERS. The corporation may lend money to or guaranty any obligation of, or
otherwise assist any officer or other employee of the Corporation or of a
subsidiary, including any officer or employee who is a director of the
Corporation or a subsidiary, whenever, in the judgment of the Board of
Directors, 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
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in such manner as the Board of Directors shall approve, including, without
limitation, a pledge of shares of stock of the Corporation. Nothing in this
Section contained shall be deemed to deny, limit or restrict the powers of
guaranty or warranty of the Corporation at common law or under any other
statute.
SECTION 6.07. AMENDMENT OF BY-LAWS. These By-Laws may be altered,
amended or repealed at any meeting of the Board of Directors.
SECTION 6.08. SECTION HEADINGS AND STATUTORY REFERENCES. The
headings of the Articles and Sections of these By-Laws, and the references in
brackets to relevant sections of the General Corporation Law of the State of
Delaware, have been inserted for convenience of reference only and shall not
be deemed to be a part of these By-Laws.
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GSL CORPORATION BOARD OF DIRECTORS
Richard J. Donahue
Peter Behrens
Robert F. Clark
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GSL CORPORATION OFFICERS
Richard J. Donahue
Chairman
Robert F. Clark
President
Kenneth L. Warnick
Vice President, Secretary
and Treasurer
Max J. Reynolds
Vice President and
Assistant Treasurer