Exhibit 3 (ii)
ADOPTED January 14, 1987
AMENDED THROUGH: May 8, 1995
AMENDED AND RESTATED
BY-LAWS OF
UNITEL VIDEO, INC.
ARTICLE I - OFFICES
SECTION 1-1. REGISTERED OFFICE AND REGISTERED AGENT. The Corporation
shall maintain a registered office and registered agent within the State of
Delaware, which may be changed by the Board of Directors from time to time.
SECTION 1-2. OTHER OFFICES. The Corporation may also have offices at
such other places, within or without the State of Delaware, as the Board of
Directors may from time to time determine.
ARTICLE II - STOCKHOLDERS' MEETINGS
SECTION 2-1. PLACE OF STOCKHOLDERS' MEETINGS. All meetings of
stockholders shall be held at such place within or without the State of Delaware
as may be designated by the board of Directors from time to time. If no such
place is designated by the Board of Directors, meetings of the stockholders
shall be held at the registered office of the Corporation in the State of
Delaware.
SECTION 2-2. ANNUAL MEETING. A meeting of the stockholders of the
Corporation shall be held in each calendar year, commencing with the year 1987,
at a date, time and place fixed by the Board of Directors.
At such annual meeting, there shall be held an election for a Board of
Directors to serve for the ensuing year and until their respective successors
are elected and qualified, or until their earlier resignation or removal.
Unless the Board of Directors shall deem it advisable, financial reports of
the Corporation's business need not be sent to the stockholders and need not be
presented at the annual meeting. If any report is deemed advisable by the Board
of Directors, such report may contain such information as the Board of Directors
shall determine and need not be certified by a Certified Public Accountant
unless the Board of Directors shall so direct.
SECTION 2-3. SPECIAL MEETINGS. Except as otherwise specifically provided
by law, special meetings of the stockholders may be called at any time:
(a) By the President of the Corporation; or
(b) By a majority of the Board of Directors; or
Upon the written request of any person entitled to call a special meeting,
which request shall set forth the purpose for which the meeting is desired. It
shall be the duty of the Secretary to give prompt written notice of such meeting
to be held at such time as the Secretary may fix, subject to the provisions of
Section 2-4 hereof. If the Secretary shall fail to fix such date and give such
notice within ten (10) days after receipt of such request, the person or persons
making such request may do so.
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This Section 2-3 may be replaced or amended only by an affirmative vote or
written consent of at least 80% of the outstanding shares entitled to vote
thereon.
SECTION 2-4. NOTICE OF STOCKHOLDERS' MEETINGS. Written notice stating
the place, date, hour and purpose of any meeting shall be given not less than
ten (10) nor more than fifty (50) days before the date of the meeting to each
stockholder entitled to vote at such meeting. If mailed, 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.
Such notice may be given in the name of the Board of Directors, President, Vice
President, Secretary or Assistant Secretary.
SECTION 2-5. QUORUM. Unless the Certificate of Incorporation provides
otherwise, the presence, in person or by proxy, of the holders of a majority of
the outstanding shares entitled to vote shall constitute a quorum. The
stockholders present at a duly organized meeting can continue to do business
until adjournment, notwithstanding the withdrawal of enough stockholders to
leave less than a quorum. If a meeting cannot be organized because of the
absence of a quorum, those present may, except as otherwise provided by law,
adjourn the meeting to such time and place as they may determine. In the case
of any meeting for the election of Directors, those stockholders who attend the
second of such adjourned meetings, although less than a quorum as fixed in this
Section, shall nevertheless constitute a quorum for the purpose of electing
Directors.
SECTION 2-6. VOTING. The officer who has charge of the stock ledger of
the Corporation shall prepare and make, at least ten (10) days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where said meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present. 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 to
any office at such meeting.
At all stockholders' meetings, stockholders entitled to vote may attend and
vote either in person or by proxy. All proxies shall be executed in writing and
shall be filed with the Secretary of the Corporation not later than the day on
which exercised. No proxy shall be voted or acted upon after three (3) years
from its date, unless the proxy provides for a longer period.
Except as otherwise specifically provided by law, all matters coming before
the meeting shall be determined by a vote by shares. All elections of Directors
shall be by written ballot unless otherwise provided in the Certificate of
Incorporation. Except as otherwise specifically provided by law, all other
votes may be taken by voice unless a stockholder demands that it be taken by
ballot, in which latter event the vote shall be taken by written ballot.
SECTION 2-7. INFORMAL ACTION BY STOCKHOLDERS. Unless otherwise provided
by the Certificate of Incorporation, whenever the vote of stockholders at a
meeting thereof is required or permitted to be taken in connection with any
corporate action, the meeting and vote of stockholders may be dispensed with on
the written consent of the stockholders having not less than the minimum number
of votes that would be necessary to authorize or take such action at a meeting
at which all shares entitled to vote thereon were present and voted, and
provided that prompt notice of the taking of corporate action shall be given to
those stockholders who have not consented in writing.
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SECTION 2-8. NOTIFICATION OF NOMINATIONS. Nominations for the election
of Directors may be made by the Board of Directors or a nominating or proxy
committee appointed by the Board of Directors or by any stockholder entitled to
vote in the election of Directors generally. However, any stockholder entitled
to vote in the election of Directors generally may nominate one or more persons
for election as Directors at a meeting only if written notice of such
stockholder's intent to make such nomination or nominations has been given,
either by personal delivery or by United States mail, postage prepaid, to the
Secretary of the Corporation not later than (i) with respect to an election to
be held at an annual meeting of stockholders, 90 days in advance of such
meeting, and (ii) with respect to an election to be held at a special meeting
of stockholders for the election of Directors, the close of business on the
seventh day following the date on which notice of such meeting is first given to
stockholders. Each such notice shall set forth: (a) the name and address of
the stockholder who intends to make the nomination and of the person or persons
to be nominated; (b) a representation that the stockholder is a holder of
record of stock of the Corporation entitled to vote at such meeting and intends
to appear in person or by proxy at the meeting to nominate the person or persons
specified in the notice; (c) a description of all arrangements or understandings
between the stockholder and each nominee and any other person or persons (naming
such person or persons) pursuant to which the nomination or nominations are to
be made by the stockholder or pursuant to which votes shall be cast or other
actions taken at any usual or special meeting of the stockholders of the
Corporation; (d) such other information regarding each nominee proposed by such
stockholder as would have been required to be included in a proxy statement
filed pursuant to the proxy rules of the Securities and Exchange Commission had
the nominee been nominated, or intended to be nominated, by the Board of
Directors; and (e) the written consent of each nominee to serve as a Director of
the Corporation if so elected. The chairman of the meeting may refuse to
acknowledge the nomination of any person not made in compliance with the
foregoing procedure.
SECTION 2-9. ORGANIZATION OF MEETING. Prior to or at the commencement of
each meeting of stockholders, a chairman to preside at such meeting may be
chosen by a majority vote of the Board of Directors. In the absence of such
action of the Board of Directors, the President of the Corporation shall serve
as chairman. If such chairman is unable to fulfill his duties as chairman, the
Board of Directors shall, by majority vote, appoint a successor. The chairman
of the meeting shall appoint a person to act as secretary of the meeting and
such person shall keep a record of the proceedings thereof. The Board of
Directors of the Corporation shall be entitled to make such rules and
regulations for the conduct of meetings of stockholders as it shall deem
necessary, appropriate or convenient. Subject to such rules and regulations of
the Board of Directors, if any, the chairman of the meeting shall have the right
and authority to prescribe such rules, regulations and procedures and to do all
such acts as, in the judgment of such chairman, are necessary, appropriate or
convenient for the proper conduct of the meeting, including without limitation,
regulating the commencement, postponement, if any, and adjournment of the
meeting, establishing an agenda or order of business for the meeting, rules and
procedures for maintaining order at the meeting and the safety of those present,
limitations of participation in such meeting to stockholders of record of the
Corporation and their duly authorized and constituted proxies, and such other
persons as the chairman shall permit, restrictions on entry to the meeting after
the time fixed for the commencement thereof, limitations on the time allotted to
questions or comments by participants and regulation of the opening and closing
of the polls for balloting on matters which are to be voted on by ballot. The
failure of the Board of Directors or the chairman of the meeting to formally
establish rules, regulations or procedures for the conduct of the meeting in
advance of the meeting shall not limit the authority of the chairman of the
meeting to conduct the meeting in an orderly fashion. Unless, and to the
extent, determined by the Board of Directors or the chairman of the meeting,
meetings of stockholders shall not be required to be held in accordance with
rules or parliamentary procedure or other specified rules of order.
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ARTICLE III - BOARD OF DIRECTORS
SECTION 3-1. NUMBER. The business and affairs of the Corporation shall
be managed by a Board of seven (7) Directors. This Section 3-1 may be replaced
or amended only by the affirmative vote or written consent of 80% of the
outstanding shares entitled to vote thereon or by an affirmative vote of at
least 80% of the Board of Directors.
SECTION 3-1A. CLASSIFICATION. Commencing with the directors elected at
the Annual Meeting of Shareholders in 1985, the directors of the Company shall
be divided into three classes: Class I, Class II and Class III. There shall be
two Directors in Class I, one Director in Class II and two Directors in Class
III. The initial classification of Directors shall be made by the Board of
Directors. The term of office of the initial Class I Directors shall expire at
the Annual Meeting of Shareholders in 1986. The term of office of the initial
Class II Director shall expire at the Annual Meeting of Shareholders in 1987,
and the term of the office of the initial Class III Directors shall expire at
the Annual Meeting of Shareholders in 1988. At each annual election of
Directors held after 1985, the Directors chosen to succeed those whose terms
then expire shall be identified as being of the same class as the Directors they
succeed and shall be elected for a term expiring at the third succeeding annual
election of Directors. Each Director shall serve and hold office until his
successor is elected and qualified, or until his earlier resignation or removal.
In the event the number of Directors of the Company is increased by
appropriate corporate action, the number of Directors in each class shall be
adjusted to make each Class as equal in number as possible.
This Section 3-1A may be replaced or amended only by the affirmative vote
or written consent of the holders of at least 80% of the outstanding shares
entitles to vote thereon.
SECTION 3-2. PLACE OF MEETING. Meetings of the Board of Directors may be
held at such place within the State of Delaware or elsewhere as a majority of
the Directors may from time to time designate or as may be designated in the
notice calling the meeting.
SECTION 3-3. REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held annually, immediately following the annual meeting of
stockholders at the place were such meeting of the stockholders is held or at
such other place, date and hour as a majority of the newly elected Directors may
designate. At such meeting the Board of Directors shall elect officers of the
Corporation. In addition to such regular meeting, the Board of Directors shall
have the power to fix by resolution the place, date and hour of other regular
meetings of the Board.
SECTION 3-4. SPECIAL MEETINGS. Special meetings of the Board of
Directors shall be held whenever ordered by the President, by a majority of the
members of the executive committee, if any, or by a majority of the Directors in
office.
SECTION 3-5. NOTICES OF MEETINGS OF BOARD OF DIRECTORS.
(a) REGULAR MEETINGS. No notice shall be required to be given of
any regular meeting, unless the same be held at other than the time or place for
holding such meetings as fixed in accordance with Section 3-3 of these By-laws,
in which event one (1) day's notice shall be given of the time and place of such
meeting.
(b) SPECIAL MEETINGS. At least one (1) day's notice shall be
given of the time when, place where, and purpose for which any special meeting
of the Board of Directors is to be held.
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SECTION 3-6. QUORUM. One-half of the Directors in office shall be
necessary to constitute a quorum for the transaction of business, and the vote
of a majority of the Directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors. If there be less than a quorum
present, a majority of those present may adjourn the meeting from time to time
and place to place and shall cause notice of each such adjourned meeting to be
given to all absent Directors.
SECTION 3-7. INFORMAL ACTION BY THE BOARD OF DIRECTORS. 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 of Directors or committee, as the case may be, consent thereto in writing,
and the writing or writings are filed with the minutes of proceedings of the
Board of Directors or committee.
SECTION 3-8. POWERS.
(a) GENERAL POWERS. The Board of Directors shall have all powers
necessary or appropriate to the management of the business and affairs of the
Corporation, and, in addition to the power and authority conferred by these By-
laws, may exercise all powers of the Corporation and do all such lawful acts and
things as are not by statute, these By-laws or the Certificate of Incorporation
directed or required to be exercised or done by he stockholders.
(b) SPECIFIC POWERS. Without limiting the general powers
conferred by the last preceding clause and the powers conferred by the
Certificate of Incorporation and By-laws of the Corporation, it is hereby
expressly declared that the Board of Directors shall have the following powers:
(i) To confer upon any officer or officers of the
Corporation the power to choose, remove or suspend assistant officers, agents or
servants.
(ii) To appoint any person, firm or corporation to accept
and hold in trust for the Corporation any property belonging to the Corporation
or in which it is interested, and to authorize any such person, firm or
corporation to execute any documents and perform any duties that may be
requisite in relation to any such trust.
(iii) To appoint a person or persons to vote shares of
another corporation held and owned by the Corporation.
(iv) By resolution passed by a majority of the whole Board
of Directors, to designate two (2) or more of its number to constitute an
executive committee which, to the extent provided in such resolution, shall have
and may exercise the power of the Board of Directors in the management of the
business and affairs of the Corporation and may authorize the seal of the
Corporation to be affixed.
(v) By resolution passed by a majority of the whole Board
of Directors, to designate one (1) or more additional committees, each to
consist of two (2) or more Directors, to have such duties, powers and authority
as the Board of Directors shall determine. All committees of the Board of
Directors, including the executive committee, shall have the authority to adopt
their own rules of procedure. Absent the adoption of specific procedures, the
procedures applicable to the Board of Directors shall also apply to committees
thereof.
(vi) To fix the place, time and purpose of meetings of
stockholders.
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(vii) To purchase or otherwise acquire for the Corporation
any property, rights or privileges which the Corporation is authorized to
acquire, at such prices, on such terms and conditions and for such consideration
as it shall from time to time see fit, and, at its discretion, to pay for any
property or rights acquired by the Corporation, either wholly or partly in money
or in stocks, bonds, debentures or other securities of the Corporation.
(viii) To create, make and issue mortgages, bonds, deeds of
trust, trust agreements and negotiable or transferable instruments and
securities, secured by mortgage or otherwise, and to do every other act and
thing necessary to effectuate the same.
(ix) To appoint and remove or suspend such subordinate
officers, agents or servants, permanently or temporarily, as it may from time to
time to think fit, and to determine their duties, and fix, and from time to time
change, their salaries or emoluments, and to require security in such instances
and in such amounts as it thinks fit.
(x) To determine who shall be authorized on the
Corporation's behalf to sign bills, notes, receipts, acceptances, endorsements,
checks, releases, contracts and documents.
SECTION 3-9. COMPENSATION OF DIRECTORS. Compensation of Directors and
reimbursement of their expenses incurred in connection with the business of the
Corporation, if any, shall be as determined from time to time by resolution of
the Board of Directors.
SECTION 3-10. REMOVAL OF DIRECTORS BY STOCKHOLDERS. The entire Board of
Directors or any individual Director may be removed from office only with an
assignment of cause by a majority vote of the holders of the outstanding shares
entitled to vote. In case the Board of Directors or any one or more Directors
be so removed, new Directors may be elected at the same time.
SECTION 3-11. RESIGNATIONS. Any Director may resign at any time by
submitting his written resignation to the Corporation. Such resignation shall
take effect at the time if its receipt by the Corporation unless another time be
fixed in the resignation, in which case it shall become effective at the time so
fixed. The acceptance of a resignation shall not be required to make it
effective.
SECTION 3-12. VACANCIES. Vacancies in the Board of Directors, including
vacancies resulting from an increase in the number of Directors, shall be filled
by a majority of the Directors then in office, although less than a quorum, or
by a sole remaining Director, and each person so elected shall be a Director
until his successor is elected and qualified or until his earlier resignation or
removal.
SECTION 3-13. PARTICIPATION BY CONFERENCE TELEPHONE. Directors may
participate in regular or special meetings of the Board by telephone or similar
communications equipment by means of which all other persons at the meeting can
hear each other, and such participation shall constitute presence at the
meeting.
ARTICLE IV - OFFICERS
SECTION 4-1. ELECTION AND OFFICE. The Corporation shall have a
President, a Secretary and a Treasurer who shall be elected by the Board of
Directors. The Board of Directors may elect such additional officers as it may
deem proper, including a Chairman and a Vice Chairman of the Board of Directors,
one (1) or more Vice Presidents, and one (1) or more assistant or honorary
officers. Any number of offices may be held by the same person.
SECTION 4-2. TERM. The President, the Secretary and the Treasurer shall
each serve for a term of one (1) year and until their respective successors are
chosen and qualified, unless removed from office by the Board of Directors
during their respective tenures. The term of office of any other officer shall
be as specified by the Board of Directors.
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SECTION 4-3. POWERS AND DUTIES OF THE PRESIDENT. Unless otherwise
determined by the Board of Directors the President shall have the usual duties
of an executive officer with general supervision over and direction of the
affairs of the Corporation. In the exercise of these duties and subject to the
limitations of the laws of the State of Delaware, these By-laws, and the actions
of the Board of Directors, he may appoint, suspend and discharge employees and
agents, shall preside at all meetings of the stockholders at which he shall be
present; and, unless there is a Chairman of the Board of Directors, shall
preside at all meetings of the Board of Directors and, unless otherwise
specified by the Board of Directors, shall be a member of all committees. He
shall also do and perform such other duties as from time to time may be assigned
to him by the Board of Directors.
Unless otherwise determined by the Board of Directors, the President shall
have full power and authority on behalf of the Corporation to attend and to act
and to vote at any meeting of the stockholders of any corporation in which the
Corporation may hold stock, and, at any such meeting, shall possess and may
exercise any and all the rights and powers incident to the ownership of such
stock and which, as the owner thereof, the Corporation might have possessed and
exercised.
SECTION 4-4. POWERS AND DUTIES OF THE SECRETARY. Unless otherwise
determined by the Board of Directors, the Secretary shall record all proceedings
of the meetings of the Corporation, the Board of Directors and all committees,
in books to be kept for that purpose, and shall attend to the giving and serving
of all notices for the Corporation. He shall have charge of the corporation
seal, the certificate book, transfer books and stock ledgers, and such other
books and papers as the Board of Directors may direct. He shall perform all
other duties ordinarily incident to the office of Secretary and shall have such
other powers and perform such other duties as may be assigned to him by the
Board of Directors.
SECTION 4-5. POWERS AND DUTIES OF THE TREASURER. Unless otherwise
determined by the Board of Directors, the Treasurer shall have the charge of all
the funds and securities of the Corporation which may come into his hands. When
necessary or proper, unless otherwise ordered by the Board of Directors, he
shall endorse for collection on behalf of the Corporation checks, notes and
other obligations, and shall deposit the same to the credit of the Corporation
in such banks or depositories as the Board of Directors may designate and shall
sign all receipts and vouchers for payments made to the Corporation. He shall
sign all checks made by the Corporation, except when the Board of Directors
shall otherwise direct. He shall enter regularly, in books of the Corporation
to be kept by him for the purpose, full and accurate account of all moneys
received and paid by him on account of the Corporation. Whenever required by
the Board of Directors, he shall render a statement of the financial condition
of the Corporation. He shall at all reasonable times exhibit his books and
accounts to any Director of the Corporation, upon application at the office of
the Corporation during business hours. He shall have such other powers and
shall perform such other duties as may be assigned to him from time to time by
the Board of Directors. He shall give such bond, if any, for the faithful
performance of his duties as shall be required by the Board of Directors and any
such bond shall remain in the custody of the President.
SECTION 4-6. POWERS AND DUTIES OF THE CHAIRMAN OF THE BOARD OF DIRECTORS.
Unless otherwise determined by the Board of Directors, the Chairman of the Board
of Directors, if any, shall preside at all meetings of Directors and shall serve
ex officio as a member of every committee of the Board of Directors. He shall
have such other powers and perform such further duties as may be assigned to him
by the Board of Directors.
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SECTION 4-7. POWERS AND DUTIES OF VICE PRESIDENTS AND ASSISTANT OFFICERS.
Unless otherwise determined by the Board of Directors, each Vice President and
each assistant officer shall have the powers and perform the duties of his
respective superior officer. Vice Presidents and assistant officers shall have
such rank as shall be designated by the Board of Directors and each, in the
order of rank, shall act for such superior officer in his absence, or upon his
disability or when so directed by such superior officer or by the Board of
Directors. Vice Presidents may be designated as having responsibility for a
specific aspect of the Corporation's affairs, in which event each such Vice
President shall be superior to the other Vice Presidents in relation to matters
within his aspect. The President shall be the superior officer of the Vice
Presidents. The treasurer and the Secretary shall be the superior officers of
the assistant treasurers and assistant secretaries, respectively.
SECTION 4-8. DELEGATION OF OFFICE. The Board of Directors may delegate
the powers or duties of any officer of the Corporation to any other officer or
to any Director from time to time.
SECTION 4-9. VACANCIES. The Board of Directors shall have the power to
fill any vacancies in any office occurring from whatever reason.
SECTION 4-10. RESIGNATIONS. Any officer may resign at any time by
submitting his written resignation to the Corporation. Such resignation shall
take effect at the time of its receipt by the Corporation, unless another time
be fixed in the resignation, in which case it shall become effective at the time
so fixed. The acceptance of a resignation shall not be required to make it
effective.
ARTICLE V - CAPITAL STOCK
SECTION 5-1. STOCK CERTIFICATES. Every holder of stock of the
Corporation shall be entitled to have a certificate signed by, or in the name of
the Corporation by (1) the Chairman or Vice Chairman of the Board of Directors,
or the President or a Vice President, and (2) the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary, certifying the number of
shares owned by him in the Corporation. If such certificate is countersigned
(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 Corporation with the same effect as if he were such officer at the
date of issue.
SECTION 5-2. DETERMINATION OF STOCKHOLDERS OF RECORD. The Board of
Directors may fix in advance a record date to determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend, or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action. Such date shall be not more than sixty (60) nor less than
ten (10) days before the date of any such meeting, nor more than sixty (60) days
prior to any other action. If no record date is fixed, the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held, and the record date
for determining stockholders for any other purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating thereto. A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjournment meeting.
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SECTION 5-3. TRANSFER OF SHARES. Transfer of shares shall be made on the
books of the Corporation only upon surrender of the share certificate, duly
endorsed and otherwise in proper form for transfer, which certificate shall be
canceled at the time of the transfer. No transfer of shares shall be made on
the books of this Corporation if such transfer is in violation of a lawful
restriction noted conspicuously on the certificate.
SECTION 5-4. LOST SHARE CERTIFICATES. Unless waived in whole or in part
by the Board of Directors from time to time, any person requesting the issuance
of a new certificate in lieu of an alleged lost, destroyed, mislaid or
wrongfully taken certificate, shall (1) make an affidavit or affirmation of the
facts and circumstances surrounding the same; (2) advertise such facts to the
extent and in the manner the Board of Directors may require; and (3) give to the
Corporation his bond of indemnity with an acceptable surety. Thereupon a new
share certificate shall be issued in lieu of the alleged lost, destroyed,
mislaid or wrongfully taken certificate, provided that the request therefor has
been made before the Corporation has notice that such shares have been acquired
by a bona fide purchaser.
ARTICLE VI - NOTICES
SECTION 6-1. CONTENTS OF NOTICE. Whenever any notice of a meeting is
required to be given pursuant to these By-laws or the Certificate of
Incorporation or otherwise, the notice shall specify the place, date and hour of
the meeting and, in the case of a special meeting or where otherwise required by
law, the general nature of the business to be transacted at such meeting.
SECTION 6-2. METHOD OF NOTICE. All notices shall be given to each person
entitled thereto, either personally or by sending a copy thereof through the
mail or by telegraph, charges prepaid, to his address as it appears on the
records of the Corporation, or supplied by him to the Corporation for the
purpose of notice. If notice is sent by mail or telegraph, it shall be deemed
to have been given to the person entitled thereto when deposited in the United
States Mail or with the telegraph office for transmission. If no address for a
stockholder appears on the books of the Corporation and such stockholder has not
supplied the Corporation with an address for the purpose of notice, notice
deposited in the United States Mail addressed to such stockholder care of
General Delivery in the city in which the principal office of the Corporation is
located shall be sufficient.
SECTION 6-3. WAIVER OF NOTICE. Whenever notice is required to be given
under any provision of law or of the Certificate of Incorporation or By-laws of
the Corporation, a written waiver thereof, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting of stockholders or
Directors shall constitute a waiver of notice of such meeting, except when the
stockholder or Director attends a meeting for the express purpose of objecting,
at the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
stockholders or Directors need be specified in any written waiver of notice
unless so required by the Certificate of Incorporation.
ARTICLE VII - INDEMNIFICATION OF DIRECTORS AND
OFFICERS AND OTHER PERSONS
SECTION 7-1. INDEMNIFICATION. The Corporation shall indemnify any
Director or officer of the Corporation against expenses (including legal fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him, to the fullest extent now or hereafter permitted by law in connection
with any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, brought or threatened to be
brought against him by reason of his performance as a Director or officer of the
Corporation, its parent or any of its subsidiaries, or in any other capacity on
behalf of the Corporation, its parent or any of its subsidiaries.
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The Board of Directors by resolution adopted in each specific instance may
similarly indemnify any person other than a Director or officer of the
Corporation for liabilities incurred by him in connection with services rendered
by him for or at the request of the Corporation, its parent or any of its
subsidiaries.
The provisions of this section shall be applicable to all actions, suits or
proceedings commenced after its adoption, whether such arise out of acts or
omissions which occurred prior to subsequent to such adoption and shall continue
as to a person who has ceased to be a Director or officer or to render services
for or at the request of the Corporation and shall inure to the benefit of the
heirs, executors and administrators of such a person. The rights of
indemnification provided for herein shall not be deemed the exclusive rights to
which any Director, officer, employee or agent of the Corporation may be
entitled.
SECTION 7-2. ADVANCES. The Corporation may pay the expenses incurred by
any person entitled to be indemnified by the Corporation in defending a civil or
criminal action, suit or proceeding in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking, by or on behalf of
such person, to repay such amount if it shall ultimately be determined that he
is not entitled to be indemnified by the Corporation as authorized by law.
SECTION 7-3. INSURANCE. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a Director or officer, employee
or agent, of the Corporation or who is or was serving in any capacity in any
other corporation or organization at the request of the Corporation against any
liability asserted against him or incurred by him in any such capacity or
arising out of his status as such, whether or not the Corporation would have the
power to indemnify him against such liability under law.
ARTICLE VIII - SEAL
SECTION 8-1. The form of the seal of the Corporation,
called the corporate seal of the Corporation, shall be as [Form of seal]
impressed adjacent hereto.
ARTICLE IX - FISCAL YEAR
SECTION 9-1. The board of Directors shall have the power by resolution to
fix the fiscal year of the Corporation. If the board of Directors shall fail to
do so, the President shall fix the fiscal year.
ARTICLE X - AMENDMENTS
SECTION 10-1. Unless otherwise expressly provided in these By-laws, these
By-laws may be altered or repealed or new By-laws adopted (a) by the
stockholders entitled to vote thereon, by a majority of those voting, at any
regular or special meeting, or (b) if the Certificate of Incorporation so
provides, by the Board of Directors, by a majority of those voting, at any
regular or special meeting.
ARTICLE XI - INTERPRETATION OF BY-LAW
SECTION 11-1. All words, terms and provisions of these By-laws shall be
interpreted and defined by and in accordance with the General Corporation Law of
the State of Delaware, as amended, and as amended from time to time hereafter.
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