Exhibit No. 3.1
SURVIVAL TECHNOLOGY, INC.
BY-LAWS
(Restated Through May 10, 1996)
ARTICLE 1
OFFICES
1.1. The registered office of the Corporation shall be in the City of
Wilmington, County of New Castle, State of Delaware.
1.2. The Corporation may also have offices at such other places both
within and without the State of Delaware as the Board of Directors may from time
to time determine or the business of the Corporation may require.
ARTICLE 2
MEETINGS OF STOCKHOLDERS
2.1. All meetings of the Stockholders shall be held at such place, within
or without the State of Delaware, as shall be fixed from time to time by the
Board of Directors and stated in the notice of the meeting or in a duly executed
waiver of notice thereof.
2.2. An annual meeting of Stockholders shall be held on the first day of
November, if not a legal holiday, and if a legal holiday then on the next
secular day following, at 10:00 a.m., local time, or at such other date and time
as shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting, at which meeting the Stockholders shall elect a Board
of Directors and transact such other business as may properly be brought before
the meeting.
2.3. Special meetings of the Stockholders for any purpose or purposes may
be called at any time by the Board of Directors and shall be called by the
President or Secretary at the request in writing of holders of stock having a
majority in voting power of the entire capital stock of the Corporation issued
and outstanding and entitled to be voted at such meeting. Such request shall
state the purpose or purposes of the proposed meeting. Business transacted at
any special meeting of Stockholders, other than procedural matters and matters
relating to the conduct of the meeting, shall be limited to the purpose or
purposes stated in
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the notice of the meeting pursuant to Section 4 of this Article II of these
By-Laws.
2.4. Written notice of the annual or any special meeting of the
Stockholders shall be given to each Stockholder entitled to vote at such meeting
not less than ten nor more than sixty days before the date of the meeting. The
notice shall state the place, date and hour of the meeting and, in the case of a
special meeting, the purpose or purposes for which such meeting has been called.
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.
2.5. At all meetings of the Stockholders the holders of stock having a
majority in voting power of the stock issued and outstanding and entitled to
vote thereat, present in person or represented by proxy, shall constitute a
quorum for the transaction of business. If, however, such quorum shall not be
present or represented at any meeting of the Stockholders, the holders of stock
having a majority of the voting power of the stock entitled to vote thereat who
are present in person or represented by proxy shall have the power to adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. 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
notified. If after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each Stockholder of
record entitled to vote at the meeting.
2.6. When a quorum is present at any meeting, all elections for the Board
of Directors shall be decided by a plurality of the votes cast and all other
questions shall be decided by a majority of the votes cast, except as otherwise
required by statute or as provided for in the Certificate of Incorporation or
these Bylaws. Abstentions shall not be considered to be votes cast.
2.7. The officer who has charge of the stock ledger of the Corporation
shall prepare and make, at least ten days before every meeting of Stockholders,
a complete list of the Stockholders entitled to vote at the meeting, arranged in
alphabetical order, and
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showing the address of each such Stockholder and the number of shares
registered in the name of each such Stockholder. Such list shall be open to
the examination of any Stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to
the meeting, either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meeting, or, if not
so specified, at the place where the 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.
2.8. Any action required by statute to be taken at any annual or special
meeting of Stockholders of the Corporation, or any action which may be taken at
any annual or special meeting of such Stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which holders of all of the
outstanding stock entitled to vote thereon were present and voted. Prompt
notice of the taking of the corporate action without a meeting by less than
unanimous written consent shall be given to those Stockholders who have not
consented in writing.
2.9. Votes by written ballot at any meeting of stockholders may be
conducted by one or more inspectors, appointed for that purpose, either by the
Board of Directors or by the chairman of the meeting. The inspector or
inspectors may decide upon the qualifications of voters and the validity of
proxies, and may count the votes and declare the result.
ARTICLE 3
BOARD OF DIRECTORS
3.1. The business of the Corporation shall be managed by its Board of
Directors, which may exercise all such powers of the Corporation and all such
lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these By-Laws directed or required to be exercised or done
by the Stockholders.
3.2. The number of Directors that shall constitute the whole Board shall
be the number from
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time to time fixed by the Board of Directors, which number shall not be less
than one. The Board by resolution may from time to time increase or decrease
the number of Directors to any number not less than one, provided that any
reduction in the number of Directors shall not have the effect of shortening
the term of any Director in office at the time such resolution becomes
effective. The phrase "the whole Board," as used in these By-Laws, shall
refer to the total number of Directors which the Corporation would have if
there were no vacancies. The Directors shall be elected at the Annual
Meeting of the Stockholders, except as provided in Section 3 of this Article,
and each Director elected shall hold office until removal or resignation or
until his successor is elected and qualified. A director may resign at any
time by giving written notice to the Chairman of the Board, to the Chief
Executive Officer or to the Secretary. Unless otherwise stated in such
notice of resignation, the acceptance thereof shall not be necessary to make
it effective; and such resignation shall take effect at the time specified
therein or, in the absence of such specification, it shall take effect upon
the receipt thereof.
3.3. Vacancies and newly created directorships resulting from any increase
in the authorized number of Directors may be filled by a majority of the
Directors then in office, though less than a quorum, or by a sole remaining
Director, and the Directors so chosen shall hold office until the next annual
election and until their successors are duly elected and qualified. If at any
time there are no Directors in office, by reason of death, resignation or other
cause, then any Stockholders or any executor or administrator or other fiduciary
entrusted with like responsibility for the estate of a Stockholder may call a
special meeting of the Stockholders to elect a Board of Directors. If at the
time of filling any vacancy or any newly created directorship, the Directors
then in office shall constitute less than a majority of the whole Board (as
constituted immediately prior to any such increase), the Court of Chancery may,
upon application of any Stockholder or Stockholders holding at least ten percent
of the total number of the shares outstanding at the time and having the right
to vote for such Directors, summarily order an election to be held to fill any
such vacancies or newly created directorships, or to replace the Directors
chosen by the Directors then in office.
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MEETINGS OF THE BOARD OF DIRECTORS
3.4. The Board of Directors of the Corporation may hold meetings, both
regular and special, either within or without the State of Delaware.
3.5. Regular meetings of the Board of Directors may be held without notice
at such time and at such place as shall from time to time be determined by the
Board. A meeting of the Board of Directors for the election of officers and the
transaction of such other business as may come before it may be held without
notice immediately following the annual meeting of stockholders.
3.6. Special meetings of the Board may be called by the Chairman of the
Board, the Chief Executive Officer or upon the written request of a majority of
the whole Board on two days' notice to each Director, either personally or by
telephone, or on four days' notice by mail (computed from the date of mailing).
Any such notice may be waived and shall be deemed waived by any Director who
signs a written waiver of such notice before or after the time stated therein.
3.7. At all meetings of the Board, a majority of the Directors
constituting the whole Board shall constitute a quorum for the transaction of
business, and the vote of a majority of the Directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors, except as
may be otherwise specifically provided by statute, the Certificate of
Incorporation or these By-Laws. If a quorum shall not be present at any meeting
of the Board of Directors, the Directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present.
3.8. Unless otherwise restricted by the Certificate of Incorporation or
these By-Laws, any action required or permitted to be taken at any meeting of
the Board of Directors or of any committee thereof may be taken without a
meeting, if all members of the Board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
the proceedings of the Board or committee.
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3.9. A director of the Corporation who is present at a meeting of the
Board of Directors when a vote on any matter is taken is deemed to have assented
to the action taken unless he votes against or abstains from the action taken,
or unless at the beginning of the meeting or promptly upon arrival, the director
objects to the holding of the meeting or the transacting of specified business
at the meeting. Any such dissenting votes, abstentions or objections shall be
entered in the minutes of the meeting.
THE CHAIRMAN OF THE BOARD AND THE
VICE-CHAIRMAN OF THE BOARD
3.10. The Board of Directors, at its first meeting following the annual
meeting of Stockholders in each year, or at such other time when there shall be
a vacancy, shall elect one of its members as Chairman of the Board, and may
elect one of its members as Vice-Chairman of the Board; each to serve for one
year or until his successor is elected and qualified. The Chairman of the Board
shall preside at all meetings of the Stockholders and of the Board of Directors
and shall perform such other duties as may be required of him by the Board of
Directors and by these By-Laws. The Vice-Chairman of the Board, if one is
elected, shall, in the absence of the Chairman of the Board, preside at the
meetings of the Stockholders and of the Board of Directors and shall perform
such other duties as may be required of him by the Board of Directors. In the
absence of the Chairman of the Board and the Vice-Chairman, if any, those
members of the Board who are present shall choose from among themselves a person
to preside at the meeting of the Board.
COMMITTEES OF DIRECTORS
3.11. The Board of Directors may, by resolution passed by a majority of
the whole Board, designate one or more committees, each committee to consist of
one or more of the Directors of the Corporation. The Board may, by resolution
passed by a majority of the whole Board, designate one or more Directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. Any such committee, to the extent
provided in the resolution and as limited by the Sixth Article, Section 2, of
the Certificate of Incorporation, shall have and may exercise the powers of the
Board of Directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the
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Corporation to be affixed to all papers which may require it. In the absence
or disqualification of any member of such committee or committees, except as
otherwise provided to the extent that there shall have been designated
alternate members who shall be present, the member or members thereof present
at any meeting and not disqualified from voting, whether or not he or they
constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or
disqualified member. Such committee or committees shall have such name or
names as may be determined from time to time by resolution adopted by the
Board of Directors. Each committee shall keep regular minutes of its
meetings and report the same to the Board of Directors as requested by the
Board of Directors.
COMPENSATION OF DIRECTORS
3.12. The Board of Directors shall have the authority to fix the
compensation to be paid to Directors. The Directors may be paid their expenses,
if any, of attendance at each meeting of the Board of Directors, or of any
committee of the Board of Directors, in addition to a fixed sum for attendance
at each such meeting and/or a stated salary as Director or committee member.
Unless otherwise provided by the Board of Directors, no such payment shall
preclude any Director from serving the Corporation in any other capacity and
receiving compensation therefor.
3.13. Any or all of the Directors may be removed for cause or for no cause
by the Stockholders. One or more of the Directors may be removed for cause by a
majority of the whole Board.
ARTICLE 4
OFFICERS
4.1. The Board of Directors shall elect the officers of the Corporation,
which shall be a Chief Executive Officer, a President, a Secretary and a
Treasurer, at the first meeting of the Board following each annual meeting of
the Stockholders. The Board may from time to time also elect one or more
Vice-Presidents in such gradations as the Board of Directors may determine,
Assistant Vice-Presidents, Assistant Secretaries, Assistant Treasurers and such
other officers and agents as it shall deem necessary, or it may delegate the
authority to appoint such officers and agents to an officer subject to the
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control of the Board of Directors. Any number of offices may be held by the
same person.
4.2. Unless otherwise provided in the resolution of election or
appointment, the officers of the Corporation shall hold office until their
successors are chosen and qualified or until their earlier resignation or
removal. Any officer may resign at any time by giving written notice to the
Chief Executive Officer or the Secretary. Unless otherwise stated in such
notice of resignation, the acceptance thereof shall not be necessary to make it
effective; and such resignation shall take effect at the time specified therein
or, in the absence of such specification, it shall take effect upon the receipt
thereof. Any officer, servant or agent of the Corporation may be removed at any
time with or without cause by the Board of Directors or by the officer having
power to appoint the successor of the person being removed. Any vacancy
occurring in any office of the Corporation may be filled by the Board of
Directors or otherwise as provided in this Article.
4.3. The officers of the Corporation shall receive such compensation for
their services as the Board of Directors may determine. The Board of Directors
may delegate its authority to determine compensation to a committee or
designated officers of the Corporation.
4.4. The duties and powers of the officers of the Corporation shall be as
provided in these By-Laws or as defined in the resolutions appointing them, or
shall be those duties and powers customarily exercised by corporate officers
holding such offices.
4.5. The Chief Executive Officer of the Corporation shall have general
charge and supervision of its business. He shall preside at all meetings of the
Stockholders and at meetings of the Board of Directors in the absence of the
Chairman and the Vice-Chairman of the Board, if any; shall see that all orders
and resolutions of the Board of Directors are carried into effect; and shall
have such other powers and duties as normally pertain to his office or as shall
be prescribed by the Board of Directors.
4.6. Unless otherwise specified by the Board of Directors, the President
of the Corporation shall be the Chief Executive Officer of the Corporation. If
a person other than the Chief Executive Officer, the
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President shall have such powers and perform such duties as may be assigned
from time-to-time by the Board of directors or by the Chief Executive
Officer.
4.7. The Vice-Presidents, if any, shall perform such duties and have such
powers as the Board of Directors may from time to time prescribe by standing or
special resolution, or the Chief Executive Officer may from time to time
provide, subject to the powers and the control of the Board of Directors.
4.8. The Secretary of the Corporation or an Assistant Secretary, as
designated by the Chairman of the Board or other presiding officer, or another
person so designated, shall act as secretary and record the minutes of meetings
of the Board of Directors and committees thereof and of the Stockholders.
Unless given by another authorized officer, the Secretary shall give, or cause
to be given, notices of all meetings of stockholders and directors and of such
committees as directed by the Board of Directors. The Secretary shall have
charge of such books and papers as the Board of Directors may require. The
Secretary or any Assistant Secretary is authorized to certify copies of extracts
from minutes and of documents in the Secretary's charge and anyone may rely on
such certified copies to the same effect as if such copies were originals and
may rely upon any statement of fact concerning the Corporation certified by the
Secretary (or any Assistant Secretary). The Secretary shall have custody of the
corporate seal of the Corporation and shall have authority to affix the same to
any instrument requiring it and, when so affixed, it may be attested by the
Secretary's signature. The Board of Directors may give general or special
authority to any other officer to affix the seal of the Corporation and to
attest the affixing by his signature. The Secretary shall perform all acts
incident to the office of Secretary, subject to the control of the Board of
Directors, the Chairman of the Board or the Chief Executive Officer, under whose
supervision the Secretary shall be.
4.9. The Assistant Secretary, if there be any, or, if there be more than
one, the Assistant Secretaries in the order determined by the Board of Directors
(or if there be no such determination, then in the order of their election),
shall, in the absence of the Secretary or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the Secretary and
shall perform such other
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duties and have such other powers as the Board of Directors, the Chairman of
the Board, the Chief Executive Officer or the Secretary may from time to time
prescribe.
4.10. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation, and may deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such banks, trust companies or other depositories, as the Board of Directors may
select or as may be selected by an officer, employee or agent of the Corporation
to whom such power may from time to time be delegated by the Board of Directors.
He shall perform such other duties and have such other powers as may be
prescribed by the Board of Directors or the Chief Executive Officer, under whose
supervision he shall be. The Treasurer may act with the assistance of such
Assistant Treasurers, if any, or such other employees of the Company as he may
reasonably designate.
4.11. The Assistant Treasurer, if there be any, or, if there be more than
one, the Assistant Treasurers in the order determined by the Board of Directors
(or if there be no such determination, then in the order of their election),
shall, in the absence of the Treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the Treasurer, and
shall perform such other duties and have such other powers as the Board of
Directors, the Chief Executive Officer, or the Treasurer may from time to time
prescribe.
4.12. Checks, notes, drafts, other commercial instruments, assignments,
guarantees of signatures and contracts (except as otherwise provided herein or
by law) shall be executed by the Chief Executive Officer, the President, any
Vice President or such officers or employees or agents as the Board of Directors
or any of such designated officers may direct.
4.13. The Chief Executive Officer, the President, any Vice President or
the Secretary may authorize any endorsement on behalf of the Corporation to be
made by such mechanical means or stamps as any of such officers may deem
appropriate.
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ARTICLE 5
CERTIFICATES OF STOCK
5.1. Every holder of stock in the Corporation shall be entitled to have a
certificate signed by, or in the name of the Corporation by the Chairman or
Vice-Chairman of the Board of Directors, or the President or a Vice-President,
and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary of the Corporation certifying the number of shares owned by him in the
Corporation. Where a 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, any other signature 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
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 or it
were such officer, transfer agent or registrar at the date of issue.
LOST CERTIFICATES
5.2. The Board of Directors may in its discretion direct, or vest in the
officers of the Corporation the power to direct, that a new certificate or
certificates be issued in place of any certificate or certificates theretofore
issued by the Corporation and alleged to have been lost, stolen or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require, or
vest in the officers of the Corporation the power to require, that the owner of
such lost, stolen or destroyed certificate or certificates, or his legal
representative, give the Corporation a bond in such sum as it may direct as
indemnity against any claim that may be made against the Corporation with
respect to the certificate alleged to have been lost, stolen or destroyed. The
Corporation may refuse to issue a new certificate except as ordered by the Court
of Chancery of Delaware.
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TRANSFERS OF STOCK
5.3. The Board of Directors may appoint, or authorize any officer or
officers to appoint, one or more transfer agents and one or more registrars.
The Board of Directors may make such further rules and regulations as it may
deem expedient concerning the issue, transfer and registration of stock
certificates of the Corporation.
5.4. Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
FIXING RECORD DATE
5.5. In order that the Corporation may 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, the Board of Directors may fix, in advance, a record date, which shall
not be more than sixty nor less than ten days before the date of such meeting,
nor more than sixty days prior to any other action. 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 adjourned meeting.
REGISTERED STOCKHOLDERS
5.6. The Corporation shall be entitled to recognize a person registered as
the owner of shares on its books as being the owner of such shares for the
purpose of receiving dividends, voting those shares, and being accorded all
other rights and liabilities of an owner of shares, and the Corporation shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or
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other notice thereof, except as otherwise provided by the laws of Delaware.
Every Stockholder shall furnish to the Corporation his address, and the
Corporation may rely for all purposes upon the address of such Stockholder so
furnished to it. If any Stockholder shall not furnish the Corporation with
his address, his address shall be presumed to be at the registered office of
the Corporation, in its care.
ARTICLE 6
GENERAL PROVISIONS
DIVIDENDS
6.1. Dividends upon the capital stock of the Corporation, subject to the
provisions of the Certificate of Incorporation, may be declared by the Board of
Directors at any regular or special meeting, pursuant to law. Dividends may be
paid in cash, in property, or in shares of the capital stock, subject to the
provisions of the Certificate of Incorporation.
6.2. Before payment of any dividend, there may be set aside out of any
funds of the Corporation available for dividends such sum or sums as the
Directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the Directors shall think conducive to the interest of the
Corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.
FISCAL YEAR
6.3. The fiscal year of the Corporation shall be fixed by resolution of
the Board of Directors.
CORPORATE SEAL
6.4. The corporate seal shall be in such form as the Board of Directors
may prescribe.
VOTING OF STOCK IN OTHER CORPORATIONS
6.5. Any shares of stock or other securities in any other corporation or
organization, with respect to which the Corporation may from time to time have
the right to vote or to give approvals, ratifications or consents may be
represented and voted at any meeting of security holders of such other
corporation or
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organization, or approvals, ratifications or consents may be given with
respect thereto, by the Chief Executive Officer of the Corporation or by the
proxy or proxies appointed by the Chief Executive Officer, or by any other
person appointed by resolution of the Board of Directors, of which resolution
a certified copy under the seal of the Corporation shall be conclusive
evidence.
POSITION WITH CORPORATION
NOT TO IMPOSE DUTY TO REFRAIN
FROM EXERCISING RIGHTS
6.6. No person who is an officer, Director or controlling Stockholder of
the Corporation shall be deemed to be under any disability, by reason of his
status as such officer, Director or controlling Stockholder, from exercising as
against the Corporation any rights or privileges whatsoever which he may enjoy
under the terms of any provision of any certificate of incorporation, by-law,
resolution or contract, in his personal capacity (including his capacity as a
fiduciary for another person or persons); and any such officer, Director or
controlling Stockholder may exercise any such rights or privileges as fully as
if such person were no such officer, Director or controlling Stockholder.
ARTICLE 7
AMENDMENTS
7.1. These By-Laws may be altered, amended or repealed or new By-Laws may
be adopted by the Stockholders or by the whole Board of Directors at any regular
meeting of the Stockholders or of the whole Board of Directors, or at any
special meeting of the Stockholders or of the whole Board of Directors if notice
of such alteration, amendment, repeal or adoption of new By-Laws be contained in
the notice of such special meeting. By-Laws adopted by the Stockholders may be
altered, amended or repealed by the whole Board of Directors unless the By-Laws
so adopted by the Stockholders expressly provide to the contrary.