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Exhibit 3.3
Revised as of November 8, 2001
MOTOROLA, INC.
BYLAWS
ARTICLE I
OFFICES AND CORPORATE SEAL
The registered office of the Corporation required by the Delaware General
Corporation Law shall be 1209 Orange Street, Wilmington, Delaware, 19801, and
the address of the registered office may be changed from time to time by the
Board of Directors.
The principal business office of the Corporation shall be located in the
Village of Schaumburg, County of Cook, State of Illinois. The Corporation may
have such other offices, either within or without the State of Illinois, as the
Board of Directors may designate or as the business of the Corporation may
require from time to time.
The registered office of the Corporation required by the Illinois Business
Corporation Act may be, but need not be, the same as its place of business in
the State of Illinois, and the address of the registered office may be changed
from time to time by the Board of Directors.
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the Corporation
and the state of incorporation and the words "Corporate Seal".
ARTICLE II
BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS. The business and affairs of the Corporation
shall be managed by, or under the direction of, its Board of Directors.
SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of
the Corporation shall be sixteen (16), or such other number fixed from time to
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time by the Board of Directors. Each director shall hold office until his
successor shall have been elected and qualified, or until his earlier death or
resignation.
SECTION 3. VACANCIES. Any vacancy occurring in the Board of Directors,
including a vacancy created by an increase in the number of directors, may be
filled for the remainder of the unexpired term by the affirmative vote of a
majority of the directors then in office although less than a quorum.
SECTION 4. COMPENSATION. Directors who also are employees of the
Corporation shall not receive any additional compensation for services on the
Board of Directors. By resolution of the Board of Directors, a fixed sum may be
allowed directors who are not employees of the Corporation for attendance at
each regular or special meeting of the Board of Directors or any committee of
the Board of Directors, and by resolution of the Board of Directors an
additional fixed fee may be allowed directors who are not employees of the
Corporation in consideration of other services and continuous interest and study
of the affairs of the Corporation. Travel and other expenses actually incurred
may be allowed all directors for attendance at each regular or special meeting
of the Board of Directors or at any meeting of a committee of the Board of
Directors or in connection with their other services to the Corporation. Nothing
herein contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.
SECTION 5. COMMITTEES OF DIRECTORS. The Board of Directors may, by
resolution passed by a majority of the whole Board, designate one or more
committees. Each committee shall consist of one or more of the directors of the
Corporation, as selected by the Board of Directors, and the Board of Directors
shall also designate a chairman of each committee and the members of each
committee shall designate a person to act as secretary of the committee to keep
the minutes of, and serve the notices for, all meetings of the committee and
perform such other duties as the committee may direct. Such person may, but need
not be a member of the committee. Each committee, except as otherwise provided
in this section, shall have and may exercise such powers of the Board of
Directors as may be provided by resolution or resolutions of the Board of
Directors, however, no committee shall have the power of authority: (1) to
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approve or adopt, or recommend to the stockholders, any action or matter
expressly required by the General Corporation Law to be submitted to the
stockholders for approval; or (2) to adopt, amend or repeal the By-laws of the
Corporation. Any committee may be granted by the Board of Directors power to
authorize the seal of the Corporation to be affixed to any or all papers that
may require it. Each committee of the Board of Directors may establish its own
rules of procedure. Except as otherwise specified in a resolution designating a
committee, one-third of the members of a committee shall be necessary to
constitute a quorum of that committee for the transaction of business and the
act of a majority of committee members present at a meeting at which a quorum is
present shall be the act of the committee.
SECTION 6. VALIDITY OF CONTRACTS. No contract or other transaction entered
into by the Corporation shall be affected by the fact that a director or officer
of the Corporation is in any way interested in or connected with any party to
such contract or transaction, or himself is a party to such contract or
transaction, even though in the case of a director the vote of the director
having such interest or connection shall have been necessary to obligate the
Corporation upon such contract or transaction; provided, however, that in any
such case (i) the material facts of such interest are known or disclosed to the
directors or shareholders and the contract or transaction is authorized or
approved in good faith by the shareholders or by the Board of Directors or a
committee thereof through the affirmative vote of a majority of the
disinterested directors (even though not a quorum), or (ii) the contract or
transaction is fair to the Corporation as of the time it is authorized, approved
or ratified by the shareholders, or by the Board of Directors, or by a committee
thereof.
ARTICLE III
SHAREHOLDERS' MEETINGS
SECTION 1. PLACE OF MEETINGS. The Board of Directors may designate any
place, either within or without the State of Delaware, as the place of meeting
for any annual meeting or for any special meeting called by the Board of
Directors. If no designation is made, or if a special meeting be otherwise
called, the place of
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meeting shall be the principal business office of the Corporation in the State
of Illinois.
SECTION 2. ANNUAL MEETINGS. The annual meeting of the shareholders shall
be held on the first Tuesday in the month of May in each year, at the hour of
5:00 o'clock P.M., or at such other day and hour as may be fixed by or under the
authority of the Board of Directors, for the purpose of electing directors and
for the transaction of such other business as may come before the meeting. If
the day fixed for the annual meeting shall be a legal holiday in the state where
the meeting is to be held, such meeting shall be held on the next succeeding
business day. If the election of directors shall not be held on the day
designated herein for the annual meeting of the shareholders, or at any
adjournment thereof, the Board of Directors shall cause the election to be held
at a special meeting of the shareholders as soon thereafter as is convenient.
SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be called by
the Chairman of the Board or by the Board of Directors.
SECTION 4. VOTING - QUORUM. Each outstanding share, regardless of class,
shall be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders, except to the extent that the voting rights of any class or
classes are enlarged, limited or denied by the Certificate of Incorporation or
in the manner therein provided. A majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders. If a quorum is present, the affirmative vote of a majority of the
shares represented at the meeting and entitled to vote on the subject matter
shall be the act of the shareholders, except that directors shall be elected by
a plurality of the votes of the shares represented at the meeting and entitled
to vote on the election of directors, except as otherwise required by Delaware
law, the Certificate of Incorporation, or these Bylaws. No matter shall be
considered at a meeting of shareholders except upon a motion duly made and
seconded. If less than a majority of the outstanding shares are represented at a
meeting, a majority of the shares so represented may adjourn the meeting from
time to time without further notice. At such adjourned meeting at which a quorum
shall be present or
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represented, any business may be transacted which might have been transacted at
the meeting as originally called.
SECTION 5. ADJOURNMENT OF MEETINGS. If less than a majority of the
outstanding shares are represented at a meeting of the shareholders, a majority
of the shares so represented may adjourn the meeting from time to time without
further notice. The chairman of a meeting of the shareholders may adjourn the
meeting from time to time without further notice, whether or not less than a
majority of the outstanding shares are represented at the meeting. No notice of
the time and place of adjourned meetings need be given except as required by
law. In no event shall the public announcement of an adjournment of any meeting
of the shareholders commence a new time period for the giving of shareholder
notice of nominations or proposals for other business as described in Section 13
of Article III. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally called.
SECTION 6. PROXIES. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing or submitted by electronic transmission by the
shareholder or by his duly authorized attorney-in-fact. No proxy shall be valid
after three years from the date of its execution, unless otherwise provided in
the proxy.
SECTION 7. NOTICE OF MEETINGS. Written notice stating the place, day and
hour of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
days (twenty days if the shareholders are to approve a merger or consolidation
or a sale, lease or exchange of all or substantially all the Corporation's
assets) nor more than sixty days before the date of the meeting, either
personally or by mail, by or at the direction of the Chairman of the Board, or
the Secretary, or the officer or persons calling the meeting, to each
shareholder of record entitled to vote at such meeting. The notice provisions of
Article IX, Section 1 of these Bylaws shall apply to notices given under this
Section 7.
SECTION 8. POSTPONEMENT OF MEETINGS. Any previously scheduled meeting of
the shareholders may be postponed by resolution of the Board of Directors
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upon public notice given prior to the time previously scheduled for such meeting
of the shareholders. In no event shall the public announcement of a postponement
of any previously scheduled meeting of the shareholders commence a new time
period for the giving of shareholder notice of nominations or proposals for
other business as described in Section 13 of Article III.
SECTION 9. CANCELLATION OF MEETINGS. Any special meeting of the
shareholders may be canceled by resolution of the Board of Directors upon public
notice given prior to the time previously scheduled for such meeting of the
shareholders.
SECTION 10. VOTING LISTS. The officer or agent having charge of the stock
ledger of the Corporation shall make, at least ten days before each meeting of
shareholders, a complete list of the shareholders entitled to vote at such
meeting, or any adjournment thereof, arranged in alphabetical order, with the
address of and the number of shares held by each; which list, for a period of
ten days prior to such meeting, shall be kept at the place where the meeting is
to be held, or at another place within the city where the meeting is to be held,
which other place shall be specified in the notice of meeting and the list shall
be subject to inspection by any shareholder for any purpose germane to the
meeting, at any time during usual business hours. Such list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any shareholder during the whole time of the meeting. The
original stock ledger shall be prima facie evidence as to who are the
shareholders entitled to examine such list or ledger or to vote at any meeting
of shareholders.
SECTION 11. FIXING OF RECORD DATE. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or entitled to receive payment of any dividend, or in
order to make a determination of shareholders for any other proper purpose, the
Board of Directors of the Corporation may fix in advance a date as the record
date for any such determination of shareholders, such date in any case to be not
more than sixty days and, in case of a meeting of shareholders, not less than
ten days prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken. If no record date is fixed for
the determination of
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shareholders entitled to notice of or to vote at a meeting of shareholders, or
shareholders entitled to receive payment of a dividend, the close of business on
the date next preceding the date on which notice of the meeting is mailed or the
date on which the resolution of the Board of Directors declaring such dividend
is adopted, as the case may be, shall be the record date for such determination
of shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this Section, such
determination shall apply to any adjournment thereof; provided, however, that
the Board of Directors may fix a new record date for the adjourned meeting.
SECTION 12. VOTING OF SHARES BY CERTAIN HOLDERS. Neither treasury shares
nor shares of the Corporation held by 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 be entitled to vote
or to be counted for quorum purposes. Nothing in this paragraph shall be
construed as limiting the right of the Corporation to vote its own stock held by
it in a fiduciary capacity.
Shares standing in the name of another corporation, domestic or foreign,
may be voted in the name of such corporation by any officer thereof or pursuant
to any proxy executed in the name of such corporation by any officer of such
corporation in the absence of express written notice filed with the Secretary
that such officer has no authority to vote such shares.
Shares held by an administrator, executor, guardian, conservator, trustee
in bankruptcy, receiver or assignee for creditors may be voted by him, either in
person or by proxy, without a transfer of such shares into his name. Shares
standing in the name of a fiduciary may be voted by him, either in person or by
proxy.
A shareholder whose shares are pledged shall be entitled to vote such
shares unless in the transfer by the pledgor on the books of the Corporation the
pledgor has expressly empowered the pledgee to vote thereon, in which case only
the pledgee, or his proxy, may represent such stock and vote thereon.
SECTION 13. ADVANCE NOTICE OF SHAREHOLDER NOMINATIONS AND PROPOSALS FOR
OTHER BUSINESS. Nominations of persons for election to the Board of Directors
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and the proposal of business to be transacted by the shareholders may be made at
an annual or special meeting of the shareholders only (a) pursuant to the
Corporation's notice with respect to such meeting, (b) by or at the direction of
the Board of Directors or (c) by any shareholder of the Corporation who was a
shareholder of record on the record date set with respect to such meeting (as
provided for in Section 11 of Article III), who is entitled to vote at the
meeting and who has complied with the notice procedures set forth in this
Section 13. For nominations or proposals for other business to be properly
brought before an annual or special meeting by a shareholder pursuant to clause
(c) above, the shareholder must give timely notice thereof in writing to the
Secretary of the Corporation and such business must be a proper matter for
shareholder action under the Delaware General Corporation Law and a proper
matter for consideration at such meeting under the Certificate of Incorporation
and these Bylaws. For such notice to be timely, it must be delivered to the
Secretary at the principal business office of the Corporation not earlier than
the 120th day prior to the date of such meeting and (a) in the case of an annual
meeting of shareholders, at least 45 days before the date on which the
Corporation first mailed its proxy materials for the prior year's annual meeting
of shareholders and (b) in the case of a special meeting, not later than the
close of business on the later of (i) the 60th day prior to the date of such
meeting or (ii) the 10th day following the day on which public announcement of
the date of such meeting is first made. If such shareholder notice relates to a
proposal by such shareholder to nominate one or more persons for election or
re-election as a director, it shall set forth all information relating to each
such person that is required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (including, if and to the extent so required, such person's
written consent to being named in the proxy statement as a nominee and to
serving as a director if elected). If such shareholder notice relates to any
other business that the shareholder proposes to bring before the meeting, it
shall set forth a brief description of such business, the reasons for conducting
such business at the meeting and any material
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interest in such business of such shareholder and the beneficial owner, if any,
on whose behalf the proposal is made. Each such notice shall also set forth as
to the shareholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made (i) the name and address of such
shareholder, as they appear on the Corporation's books, and of such beneficial
owner and (ii) the class and number of shares of capital stock of the
Corporation which are owned beneficially and of record by such shareholder and
such beneficial owner. Persons nominated by shareholders to serve as directors
of the Corporation who have not been nominated in accordance with this Section
13 shall not be eligible to serve as directors. Only such business shall be
conducted at an annual or special meeting of shareholders as shall have been
brought before the meeting in accordance with this Section 13. The chairman of
the meeting shall determine whether a nomination or any business proposed to be
transacted by the shareholders has been properly brought before the meeting and,
if any proposed nomination or business has not been properly brought before the
meeting, the chairman shall declare that such proposed business or nomination
shall not be presented for shareholder action at the meeting. For purposes of
this Section 13, "public announcement" shall mean disclosure in a press release
reported by the Dow Jones News Service, Associated Press or a comparable
national news service. Notwithstanding any provision in this Section 13 to the
contrary, requests for inclusion of proposals in the Corporation's proxy
statement made pursuant to Rule 14a-8 under the Exchange Act shall be deemed to
have been delivered in a timely manner if delivered in accordance with such
Rule. Notwithstanding compliance with the requirements of this Section 13, the
chairman presiding at any meeting of the shareholders may, in his sole
discretion, refuse to allow a shareholder or shareholder representative to
present any proposal which the Corporation would not be required to include in a
proxy statement under any rule promulgated by the Securities and Exchange
Commission.
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ARTICLE IV
BOARD OF DIRECTORS' MEETINGS
SECTION 1. ANNUAL MEETINGS. An annual meeting of the Board of Directors
shall be held without other notice than this Bylaw immediately after, and at the
same place as, the annual meeting of shareholders.
SECTION 2. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of the Chairman of the Board or any two
directors. The person or persons authorized to call special meetings of the
Board of Directors may fix any place, either within or without the State of
Delaware, as the place for holding any special meeting of the Board of Directors
called by them.
SECTION 3. NOTICE. Except as set forth in the next sentence, notice of any
special meeting shall be given at least 24 hours prior to the meeting by written
notice delivered or given personally (including by phone) or by mail or telegram
or other written communication to each director at his business address or
residence. If, however, the meeting is called by or at the request of the
Chairman of the Board and if the Chairman of the Board decides that unusual and
urgent business is to be transacted at the meeting (which decision shall be
conclusively demonstrated by his giving notice of the meeting less than 24 hours
prior to the meeting), then at least 2 hours' prior notice shall be given. If
notice is given by telegram or courier, such notice shall be deemed to be given
when the telegram is delivered to the telegraph company or courier company and
any personal notice shall be deemed given when given. Any director may waive
notice of any meeting. The attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a director attends a
meeting and objects thereat 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 the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.
SECTION 4. QUORUM. One-third of the number of directors fixed by, or
pursuant to, Section 2 of Article II shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors, but if less
than such one-third
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is present at a meeting, a majority of the directors present may adjourn the
meeting from time to time without further notice.
SECTION 5. MANNER OF ACTING. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors.
SECTION 6. PRESUMPTION OF ASSENT. A director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent is entered in the minutes of the meeting or unless he files his
written dissent to such action with the person acting as the secretary of the
meeting before the adjournment thereof or forwards such dissent by registered
mail to the Secretary of the Corporation immediately after the adjournment of
the meeting. Such right to dissent shall not apply to a director who voted in
favor of such action.
SECTION 7. ACTION BY DIRECTORS WITHOUT A MEETING. Any action required to
be taken at a meeting of directors, or at a meeting of a committee of directors,
or any other action which may be taken at a meeting, may be taken without a
meeting if a consent in writing setting forth the action so taken shall be
signed by all of the directors or members of the committee thereof entitled to
vote with respect to the subject matter thereof and filed with the minutes of
proceedings of the Board of Directors or committee and such consent shall have
the same force and effect as a unanimous vote.
SECTION 8. PARTICIPATION IN A MEETING BY TELEPHONE. Members of the Board
of Directors or any committee of directors may participate in a meeting of such
Board or committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participating in a meeting pursuant to this Section 8 shall
constitute presence in person at such meeting.
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ARTICLE V
OFFICERS AND CHAIRMAN OF THE BOARD
SECTION 1. ELECTED OFFICERS. As determined by the Board of Directors, the
elected officers of the Company shall include a Chairman of the Board, a Chief
Executive Officer (the Chairman of the Board and the Chief Executive Officer may
be one person), a President and Chief Operating Officer, one or more Vice
Presidents, a Chief Financial Officer, a Treasurer, a Secretary and a
Controller, each of whom shall be elected by the Board of Directors. The Board
of Directors may elect such other officers as may be necessary, including one or
more Vice Chairmen of the Board, one or more other Officers of the Board and a
Chairman of the Executive Committee. The elected officers of the Company shall
be elected annually by the Board of Directors and shall have such powers and
duties as generally pertain to their respective offices, subject to these
Bylaws. Any two or more offices may be held by the same person. Each elected
officer shall hold office until his successor shall have been duly elected or
until his death or until he shall resign or shall have been removed. Any officer
elected by the Board of Directors serves at the pleasure of the Board of
Directors and may be removed by the Board of Directors for any reason. Any
elected officer other than the Chief Executive Officer, the President and Chief
Operating Officer, the Chief Financial Officer, the Treasurer, the Secretary or
the Controller may be removed by the Chairman of the Board for any reason.
SECTION 2. THE CHAIRMAN OF THE BOARD OF DIRECTORS. The Board of Directors
shall annually elect one of its own members to be the Chairman of the Board of
Directors ("Chairman of the Board"). The Chairman of the Board shall preside at
all meetings of the Board of Directors and the shareholders, and may at any time
call any meeting of the Board of Directors. He may also at his discretion call
or attend any meeting of any committee of the Board of Directors, whether or not
a member of such committee. The Chairman of the Board may designate one or more
other directors to exercise the functions and to have the authority of the
Chairman of the Board during the absence or disability of the Chairman of the
Board and prior to any action by the Board of Directors to fill any vacancy.
Absent any such election, a Vice Chairman of the Board shall assume
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the duties of the Chairman of the Board. The Board of Directors may remove or
replace the Chairman of the Board at any time.
SECTION 3. THE VICE CHAIRMAN OF THE BOARD OF DIRECTORS. The Vice Chairman
of the Board of Directors ("Vice Chairman of the Board"), shall perform such
duties as may be prescribed by the Board of Directors or the Chairman of the
Board, from time to time. If there are two or more Vice Chairmen of the Board,
they shall preside at meetings as prescribed by the Board of Directors or
Chairman of the Board from time to time.
SECTION 4. THE CHIEF EXECUTIVE OFFICER. The Chief Executive Officer
("CEO") shall be the senior executive officer of the Company and shall in
general supervise and control all the business and affairs of the Company. He
shall direct the policy of the Company, including the appointment and removal of
all officers and employees of the Company for whose election or appointment no
other provision is made in these Bylaws or by the Board of Directors and shall
perform all other duties appropriate to the office or as may be prescribed by
the Board of Directors by resolution from time to time. He may delegate powers
to any other officer of the Company.
SECTION 5. THE PRESIDENT AND CHIEF OPERATING OFFICER. The President and
Chief Operating Officer shall have such duties as may be prescribed by the Board
of Directors by resolution from time to time. Prior to any action by the Board
of Directors, in the absence or disability of the CEO, the President and Chief
Operating Officer shall exercise the functions of the CEO and shall have the
authority of the CEO.
SECTION 6. VICE PRESIDENTS. A Vice President may be designated as an
Executive Vice President, a Senior Vice President, a Corporate Vice President or
such other designation as may be determined by the Board of Directors. Vice
Presidents shall have such duties as may be prescribed by the Board of Directors
by resolution from time to time.
SECTION 7. THE SECRETARY. The Secretary shall give notice of, and keep the
minutes of, all meetings of the Board of Directors and the shareholders. He
shall in general perform all of the duties which are incident to the office of
secretary of a company, subject at all times to the direction and control of the
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Board of Directors, and shall have such other duties as may be prescribed by the
Board of Directors by resolution from time to time.
The Secretary may appoint one or more Assistant Secretaries, each of whom
shall have the power to affix and attest the corporate seal of the Company, and
to attest to the execution of documents on behalf of the Company and perform
such duties as may be assigned by the Secretary.
SECTION 8. THE CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall
be the senior financial officer of the Company and shall have such duties as may
be prescribed by the Board of Directors by resolution from time to time.
SECTION 9. THE TREASURER. The Treasurer shall have the custody of all of
the funds and securities of the Company and shall have such duties as may be
prescribed by the Board of Directors by resolution from time to time. The
Treasurer may appoint one or more Assistant Treasurers to perform such duties as
may be assigned by the Treasurer.
SECTION 10. THE CONTROLLER. The Controller shall be the Chief Accounting
Officer of the Company and shall have such duties as may be prescribed by the
Board of Directors by resolution from time to time.
SECTION 11. STATUTORY DUTIES. Each respective officer shall discharge any
and all duties pertaining to his respective office, which is imposed on such
officer by the provisions of any present or future statute of the State of
Delaware.
SECTION 12. DELEGATION OF DUTIES. In case of the absence of any officer of
the Company, the Chairman of the Board or the Board of Directors may delegate,
for the time being, the duties of such officer to any other officer or to any
director.
ARTICLE VI
CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares of the
Corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the CEO or President, and by the
Treasurer or the Secretary. Any or all of the signatures on the certificate may
be a facsimile. In case any officer, transfer agent, or registrar who has signed
or whose facsimile signature has been placed upon a certificate shall have
ceased
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to be such officer, transfer agent, or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer, transfer agent, or registrar at the date of issue. All
certificates for shares shall be consecutively numbered or otherwise identified.
The name and address of the person to whom the shares represented thereby are
issued, with the number of shares and date of issue, shall be entered on the
stock ledger of the Corporation.
SECTION 2. TRANSFER OF CERTIFICATE. Transfer of shares of the Corporation
shall be made only upon the records of the Transfer Agent appointed for this
purpose, by the owner in person or by the legal representative of such owner
and, upon such transfer being made, the old certificates shall be surrendered to
the Transfer Agent who shall cancel the same and thereupon issue a new
certificate or certificates therefor. Whenever a transfer is made for collateral
security, and not absolutely, the fact shall be so expressed in the recording of
the transfer.
SECTION 3. TRANSFER AGENT AND REGISTRAR. The Board of Directors may appoint
a transfer agent and registrar of transfers and thereafter may require all stock
certificates to bear the signature of such transfer agent and such registrar of
transfers. The signature of either the transfer agent or the registrar, but not
both, may be a facsimile.
SECTION 4. REGISTERED HOLDER. The Corporation shall be entitled to treat
the registered holder of any shares as the absolute owner thereof and,
accordingly, shall not be bound to recognize any equitable or other claim
thereto, or interest therein, on the part of any other person, whether or not it
shall have express or other notice thereof, save as expressly provided by the
statutes of the State of Delaware.
SECTION 5. RULES OF TRANSFER. The Board of Directors also shall have the
power and authority to make all such rules and regulations as they may deem
expedient concerning the issue, transfer and registration of the certificates
for the shares of the Corporation.
SECTION 6. LOST CERTIFICATES. Any person claiming a certificate for shares
of this Corporation to be lost or destroyed, shall make affidavit of the fact
and lodge the same with the Secretary of the Corporation, accompanied by a
signed
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application for a new certificate. Such person shall give to the Corporation, to
the extent deemed necessary by the Secretary or Treasurer, a bond of indemnity
with one or more sureties satisfactory to the Secretary, and in an amount which,
in his judgment, shall be sufficient to save the Corporation from loss, and
thereupon the proper officer or officers may cause to be issued a new
certificate of like tenor with the one alleged to be lost or destroyed. But the
Secretary may recommend to the Board of Directors that it refuse the issuance of
such new certificate in the event that the applicable provisions of the Uniform
Commercial Code are not met.
ARTICLE VII
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. CONTRACTS. The Board of Directors may authorize, by these Bylaws
or any resolution, any officer or officers, agent or agents, to enter into any
contract or execute and deliver any instrument in the name of and on behalf of
the Corporation, and such authority may be general or confined to specific
instances.
SECTION 2. LOANS. No loans shall be contracted on behalf of the Corporation
and no evidences of indebtedness shall be issued in its name unless authorized
by these Bylaws or a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
SECTION 3. CHECKS, DRAFTS, etc. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation, shall be signed by such officer or officers, agent or agents,
of the Corporation and in such manner as shall from time to time be determined
by these Bylaws or a resolution of the Board of Directors.
SECTION 4. DEPOSITS. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board of Directors may
select.
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ARTICLE VIII
BOOKS AND RECORDS
SECTION 1. LOCATION. Complete books and records of account together with
minutes of the proceedings of the meetings of the shareholders and Board of
Directors shall be kept. A record of shareholders, giving the names and
addresses of all shareholders, and the number and class of the shares held by
each, shall be kept by the Corporation at its registered office or principal
place of business in the State of Illinois or at the office of a Transfer Agent
or Registrar.
ARTICLE IX
NOTICES
SECTION 1. MANNER OF NOTICE. Whenever, under the provisions of the
Certificate of Incorporation or of the Bylaws of the Corporation or of the
statutes of the State of Delaware, notice is required to be given to a
shareholder, to a director or to an officer, it shall not be construed to mean
personal notice, unless expressly stated so to be. And any notice so required
(other than notice by publication) may be given in writing by depositing the
same in the United States mail, postage prepaid, directed to the shareholder,
director or officer, at his, or her, address as the same appears on the records
of the Corporation, and the time when the same is mailed shall be deemed the
time of the giving of such notice. Any such notices required to be given to
shareholders may also be given in the form of electronic transmission consented
to by the shareholder. Such notice shall be deemed to be given: (1) if by
facsimile, when directed to a number at which the shareholder has consented to
receive notice; (2) if by electronic mail, when directed to an electronic mail
address at which the shareholder has consented to receive notice; (3) if by
posting on an electronic network together with separate notice to the
shareholder of specific posting, upon the later of such posting and the giving
of the separate notice, and (4) if by any other form of electronic transmission,
when directed by the shareholder.
SECTION 2. WAIVER OF NOTICE. Any shareholder, director or officer may, in
writing or electronic transmission, waive the giving and the mailing of any
notice
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required to be given or mailed either by and under the statutes of the State of
Delaware or by and under the Bylaws.
ARTICLE X
FISCAL YEAR
SECTION 1. FISCAL YEAR. The fiscal year of the Corporation shall begin on
the 1st day of January and terminate on the 31st day of December.
ARTICLE XI
EMERGENCY BYLAWS
The Emergency Bylaws provided in this Article XI shall be operative upon
(a) the declaration of a civil defense emergency by the President of the United
States or by concurrent resolution of the Congress of the United States pursuant
to Title 50, Appendix, Section 2291 of the United States Code, or any amendment
thereof, or (b) upon a proclamation of a civil defense emergency by the Governor
of the State of Illinois which relates to an attack or imminent attack on the
United States or any of its possessions. Such Emergency Bylaws, or any
amendments to these Bylaws adopted during such emergency, shall cease to be
effective and shall be suspended upon any proclamation by the President of the
United States, or the passage by the Congress of a concurrent resolution, or any
declaration by the Governor of Illinois that such civil defense emergency no
longer exists.
SECTION 1. BOARD OF DIRECTORS' MEETINGS. During any such emergency, any
meeting of the Board of Directors may be called by any officer of the
Corporation or by any director. Notice shall be given by such person or by any
officer of the Corporation. The notice shall specify the place of the meeting,
which shall be at the head office of the Corporation at the time if feasible,
and otherwise, any other place specified in the notice. The notice shall also
specify the time of the meeting. Notice may be given only to such of the
directors as it may be feasible to reach at the time and by such means as may be
feasible at the time, including publication or radio. If given by mail,
messenger, telephone, or telegram, the notice shall be addressed to the director
at his residence or
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business address, or such other place as the person giving the notice shall deem
most suitable. Notice shall be similarly given, to the extent feasible in the
judgment of the person giving the notice, to the other directors. Notice shall
be given at least two days before the meeting, if feasible in the judgment of
the person giving the notice, and otherwise on any shorter time he may deem
necessary.
SECTION 2. CHANGE OF HEAD OFFICE. The Board of Directors, during any such
emergency may, effective in the emergency, change the head office or designate
several alternative head offices, or regional offices or authorize the officers
to do so.
ARTICLE XII
DIRECTOR EMERITUS
SECTION 1. DIRECTOR EMERITUS. The Board of Directors may at any time and
from time to time award to former members of the Board of Directors in
recognition of their past distinguished service and contribution rendered to the
Corporation the honorary title "Director Emeritus." The award of this title
shall not constitute an election or appointment to the Board of Directors, nor
to any office of the Corporation, nor the bestowal of any duties,
responsibilities or privileges associated therewith; and accordingly no
"Director Emeritus" shall be deemed a "Director" as that term is used in these
Bylaws. The title "Director Emeritus" shall carry no compensation, and holders
thereof shall not attend any meetings of the Board of Directors or committees of
the Board of Directors, except by written invitation, nor shall they be
specially privy to any confidential information arising from such meeting.
ARTICLE XIII
AMENDMENT OF BYLAWS
SECTION 1. AMENDMENT OF BYLAWS. These Bylaws may be altered, amended or
repealed and new Bylaws may be adopted at any meeting of the Board of Directors
by a majority vote of the directors present at the meeting.