ADOPTED January 14, 1987
AMENDED THROUGH: February 14, 1996
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.
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.
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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.
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
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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
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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.
ARTICLE III - BOARD OF DIRECTORS
SECTION 3-1. NUMBER. The business and affairs of the Corporation
shall be managed by a Board of six (6) 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.
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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.
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.
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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.
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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.
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.
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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.
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
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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
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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.
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
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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.
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.
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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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