AMENDED THROUGH
March 19, 1997
BY-LAWS
of
PACKARD BIOSCIENCE COMPANY
(formerly CANBERRA INDUSTRIES, INC.)
(A DELAWARE CORPORATION)
ARTICLE I.
MEETING OF SHAREHOLDERS
Section 1. ANNUAL MEETING. The annual meeting of the shareholders shall be
held at the principal office of the Corporation in the City of Meriden, State of
Connecticut, or at such place, either within or without the State of Delaware,
as shall be designated in the notice of meeting, on such date in the months of
April or May or on such other date and at such time as shall be stated in the
notice of meeting. The Secretary shall serve personally, or by mail, a written
notice not less than ten (10) days nor more than sixty (60) days before such
meeting, addressed to each shareholder at his address as it appears on the stock
book; but at any meeting at which all shareholders shall be present, or of which
all not present have waived notice in writing, the giving of notice as above
required may be dispensed with.
Section 2. QUORUM. The presence, in person or by proxy, of the holders of
a majority of the outstanding stock entitled to vote shall be necessary to
constitute a quorum for
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the transaction of business, but a lesser number may adjourn to some future time
not less than ten (10) nor more than sixty (60) days later, and the Secretary
shall thereupon give at least ten (10) days' notice by mail to each shareholder
entitled to vote who was absent from such meeting.
Section 3. SPECIAL MEETINGS. Special meetings of shareholders other than
those regulated by statute may be called at any time by the President or by a
majority of the Directors. Notice of such meeting stating the purpose for which
it is called shall be served personally, or by mail, not less than ten (10) days
nor more than sixty (60) before the date set for such meeting. If mailed, it
shall be directed to every shareholder at his address as it appears on the stock
book; but at any meeting at which all shareholders shall be present, or of which
shareholders not present have waived notice in writing, the giving of notice as
above described may be dispensed with. The Board of Directors shall also, in
like manner, call a special meeting of shareholders whenever so requested in
writing by one (1) or more shareholders representing not less than one-half
(1/2) of the total number of shares of the issued and outstanding capital stock
of the Corporation. No business other than that specified in the call for the
meeting shall be transacted at any meeting of the shareholders.
Section 4. VOTING. At all meetings of the shareholders all questions, the
manner of deciding which is not specifically regulated by statute, shall be
determined by a majority of the shareholders present in person or by proxy;
provided, however, that any qualified voter may demand a stock vote, in which
case each shareholder present, in person or by proxy, shall be
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entitled to cast one (1) vote for each share of stock owned or represented by
him. All voting shall be by voice vote except that a written ballot may be used
when so requested by a majority of the holders of outstanding shares present at
the meeting; such stock vote shall be by ballot, each of which shall state the
name of the shareholder voting and the number of shares owned by him, and in
addition, if such ballot be cast by proxy, the name of the proxy shall be
stated. The casting of all votes at special meetings of shareholders shall be
governed by the provisions of the Corporation Laws of this State.
ARTICLE II.
DIRECTORS
Section 1. NUMBER. The affairs and business of this Corporation shall be
managed by a Board of at least three (3) but not more than twelve (12)
Directors. The number of positions on the Board of Directors shall be the number
fixed by resolution of the shareholders or Board of Directors, or, in the
absence of such resolution, shall be the number of Directors elected at the
preceding annual meeting of shareholders. The Board of Directors may by
resolution increase the number of positions on the Board of Directors at any
time.
Section 2. HOW ELECTED. At the annual meeting of shareholders, the persons
receiving a majority of the votes cast shall be Directors and shall constitute
the Board of Directors for the ensuing year.
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Section 3. TERM OF OFFICE. The term of office of each of the Directors
shall be one (1) year, and thereafter until his successor has been elected.
Section 4. DUTIES OF DIRECTORS. The Board of Directors shall have the
control and general management of the affairs and business of the Corporation.
Such Directors shall in all cases act as a Board, regularly convened, by a
majority, and they may adopt such rules and regulations for the conduct of their
meetings and the management of the Corporation, as they may deem proper, not
inconsistent with these By-Laws and the laws of the State of Delaware.
Section 5. DIRECTORS' MEETINGS. Regular meetings of the Board of Directors
shall be held immediately following the annual meeting of the shareholders as
aforesaid, and in the same place as aforesaid meeting of the shareholders, and
at such other times as the Board of Directors may determine. Special meetings of
the Board of Directors may be called by the President or the Secretary at any
time, and shall be called by the President or the Secretary upon the written
request of three (3) Directors.
Section 6. NOTICE OF MEETINGS. Notice of the time, place and general
purpose of each meeting, other than the regular annual meeting, shall be given
to each Director in person or by telephone at least two (2) days before the day
of the meeting, or by mailing such notice to him at his last known post office
address at least three (3) days before the day of the meeting
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including the day of mailing.
Section 7. QUORUM. At any meeting of the Board of Directors, a majority of
the Board shall constitute a quorum for the transaction of business; but in the
event of a quorum not being present, a less number may adjourn the meeting to
some future time, not more than thirty (30) days later.
Section 8. VOTING. At all meetings of the Board of Directors, each
Director is to have one (1) vote, irrespective of the number of shares of stock
that he may hold.
Section 9. VACANCIES. Vacancies on the Board occurring between annual
meetings, and vacancies created by an increase in the number of directorships,
may be filled for the unexpired portion of the term by a majority of the
Directors then in office. In addition, the Board of Directors may eliminate any
such vacancy by resolution reducing the number of positions on the Board of
Directors.
Section 10. REMOVAL OF DIRECTORS. Any one (1) or more of the Directors may
be removed either with or without cause, at any time by a vote of the
shareholders holding three-fourths (3/4) of the stock, at any special meeting
called for the purpose.
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Section 11. COMPENSATION COMMITTEE. There shall be a Compensation
Committee of the Board consisting of at least two (2) members who are Directors
of the Corporation. The Compensation Committee shall have full authority to
decide and implement all compensation matters of the Corporation, including
without limitation officers' compensation.
ARTICLE III.
OFFICERS
Section 1. TITLES, ELECTION AND DUTIES. The Directors shall choose from
among their number a President and shall appoint a Secretary and Treasurer and
such other officers as the Directors may from time to time deem appropriate. The
duties of the officers of the Corporation shall be such as are specified below
and such as usually pertain to such offices, as well as such as may be
prescribed from time to time by the Board of Directors.
Section 2. PRESIDENT. The President shall preside at all meetings of the
Directors and shareholders, shall have general charge and direction of the
business of the Corporation and shall perform such other duties as are properly
required of him by the Board of Directors.
Section 3. SECRETARY. The Secretary shall keep the minutes of the meetings
of shareholders and the Board of Directors and shall give notice of all such
meetings as required in these By-Laws. He shall have custody of such minutes,
the seal of the Corporation and the stock
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certificate records of the Corporation, except to the extent some other person
is authorized to have custody and possession thereof by a resolution of the
Board of Directors.
Section 4. TREASURER. The Treasurer shall keep the fiscal accounts of the
Corporation, including an account of all moneys received or disbursed.
Section 5. VACANCIES, HOW FILLED. All vacancies in any office shall be
filled by the Board of Directors without undue delay at its regular meeting or
at a meeting specially called for that purpose.
Section 6. COMPENSATION OF OFFICERS. The officers shall receive such
salary or compensation as may be determined by the Compensation Committee, or in
the absence of such a committee, by the Board of Directors.
Section 7. REMOVAL. The Board of Directors may remove any officer, by a
vote, at any time, with or without cause.
ARTICLE IV.
SEAL
Section 1. FORM. The seal of the Corporation shall be circular in form and
shall include the name of the Corporation and the state of incorporation.
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ARTICLE V.
CERTIFICATE OF STOCK
Section 1. DESCRIPTION OF STOCK CERTIFICATES. The certificates of stock
shall be numbered and registered in the order in which they are issued. They
shall be bound in a book and shall be issued in consecutive order therefrom, and
in the margin thereof shall be entered the names of the person owning the shares
therein represented, with the number of shares and the date thereof. Such
certificates shall exhibit the holder's name and the number of shares. They
shall be signed by the President and countersigned by the Secretary and sealed
with the seal of the Corporation.
ARTICLE VI.
DIVIDENDS
Section 1. WHEN DECLARED. The Board of Directors shall by vote declare
dividends from the surplus profits of the Corporation whenever, in their
opinion, the condition of the Corporation's affairs will render it expedient for
such dividends to be declared.
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ARTICLE VII.
INDEMNIFICATION OF SHAREHOLDERS, DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS AND OTHERS
The Corporation shall to the extent provided by and in accordance with the
General Corporation Law of the State of Delaware, indemnify any person who was
or is a party, or was threatened to be made a party, to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of that fact that he, or the person whose legal
representative he is, is or was a shareholder, director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against judgments, fines, amounts paid
in settlement and expenses, including attorneys' fees, actually and reasonably
incurred by him and the person whose legal representative he is, in connection
with such action, suit or proceeding, or any appeal therein.
ARTICLE VIII.
AMENDMENTS
Section 1. HOW AMENDED. These By-Laws may be altered, amended, repealed or
added to by an affirmative vote of the shareholders representing a majority of
the capital stock entitled to vote thereon at any meeting of shareholders called
for the purpose, or by an affirmative vote of a majority of the full Board of
Directors at any meeting of the Board of
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Directors called for the purpose.