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Exhibit 3.ii(o)
BY-LAWS
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NAMSCO INC.
(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 pledges 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 on 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. Subject to the rights of the holders of the
Corporation's Preferred Stock and Junior Preferred Stock as set forth in the
Certificate of Incorporation of the Corporation, the number of directors
which shall constitute the whole Board shall be five, 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.
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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 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. Subject to
the rights of the holders of the Corporation's Preferred Stock and Junior
Preferred Stock as set forth in the Certificate of Incorporation of the
Corporation, 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
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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 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, three 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.
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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.
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
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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.
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.
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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.
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 ViceChairman 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
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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 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
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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 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
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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 (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."
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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.
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
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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 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
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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 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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NAMSCO INC. BOARD OF DIRECTORS
D. George Harris
Anthony J. Petrocelli
Michael R. Boyce
James T. Beale, Jr.
Fred W. Broling
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NAMSCO INC. OFFICERS
D. George Harris
Chairman of the Board and
Chief Executive Officer
Anthony J. Petrocelli
Vice Chairman and
Assistant Secretary
Michael R. Boyce
President and Chief Operating Officer
John H. Blankley
Chief Financial Officer
Richard J. Nick
Senior Vice President, Treasurer and
Assistant Secretary
Donald G. Kilpatrick
Vice President, General Counsel
and Secretary
Susan E. Day
Assistant Treasurer and
Assistant Secretary
Philip M. Burright
Assistant Secretary