STANDARD FINANCIAL, INC.
AMENDED AND RESTATED BYLAWS
ARTICLE I -- STOCKHOLDERS
SECTION 1. ANNUAL MEETING.
An annual meeting of the stockholders, for the election of Directors to
succeed those whose terms have expired and for the transaction of such other
business as may properly come before the meeting, shall be held at such
place, on such date, and at such time as the Board of Directors shall each
year fix, which date shall be within thirteen (13) months subsequent to the
later of the date of incorporation or the last annual meeting of the
stockholders.
SECTION 2. SPECIAL MEETINGS.
Subject to the rights of the holders of any class or series of preferred
stock of the Corporation, special meetings of stockholders of the Corporation
may be called by either the Board of Directors pursuant to a resolution
adopted by a majority of the total number of Directors that the Corporation
would have if there were no vacancies on the Board of Directors (hereinafter
the "Whole Board") or the Chairman of the Board of Directors.
SECTION 3. NOTICE OF MEETINGS.
Written notice of the place, date and time of all meetings of the
stockholders shall be given, not less than ten (10) nor more than sixty (60)
days before the date on which the meeting is to be held, to each stockholder
entitled to vote at such meeting, except as otherwise provided herein or
required by law (meaning, here and hereinafter, as required from time to time
by the
Delaware General Corporation Law or the Certificate of Incorporation of the
Corporation).
When a meeting is adjourned to another place, date or time, written
notice need not be given of the adjourned meeting if the place, date and time
thereof are announced at the meeting at which the adjourned meeting is taken;
PROVIDED, HOWEVER, that if the date of any adjourned meeting is more than
thirty (30) days after the date for which the meeting was originally fixed,
or if a new record date is fixed for the adjourned meeting, written notice of
the place, date and time of the adjourned meeting shall be given in
conformity herewith. At any adjourned meeting, any business may be
transacted which might have been transacted at the original meeting.
SECTION 4. WAIVER OF NOTICE.
Notice of the time, place and purpose of any meeting of stockholders may
be waived by a written waiver thereof, signed by the person entitled to
notice. Such waiver, whether before or after the time stated herein, shall
be deemed equivalent to notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person 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.
SECTION 5. QUORUM.
At any meeting of the stockholders, the holders of a majority of all of
the shares of the stock entitled to vote at the meeting, present in person or
by proxy (after giving effect to the provisions of Article IV of the
Corporation's Certificate of Incorporation), shall constitute a quorum for
all purposes, unless or except to the extent that the presence of a larger
number may be
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required by law. Where a separate vote by a class or classes is required, a
majority of the shares of such class or classes present in person or
represented by proxy (after giving effect to the provisions of Article IV of
the Corporation's Certificate of Incorporation) shall constitute a quorum
entitled to take action with respect to that vote on that matter.
If a quorum shall fail to attend any meeting, the chairman of the
meeting or the holders of a majority of the shares of stock entitled to vote
who are present, in person or by proxy, may adjourn the meeting to another
place, date or time.
SECTION 6. ORGANIZATION.
The Chairman of the Board cf Directors shall preside at all meetings of
the stockholders. In the absence or inability to act of the Chairman, then
the Chief Executive Officer, and President or a Vice President (in that
order) shall preside, and in their absence or inability to act another person
designated by one of them shall preside. The Secretary of the Corporation
shall act as secretary of each meeting of the stockholders. In the event of
his absence or inability to act, the chairman of the meeting shall appoint a
person who need not be a stockholder to act as secretary of the meeting.
SECTION 7. CONDUCT OF BUSINESS.
(a) Meetings of the stockholders shall be conducted in a fair
manner but need not be governed by any prescribed rules of order. The
presiding officer's rulings on procedural matters shall be final. The
presiding officer is authorized to impose reasonable time limits on the
remarks of individual stockholders and may take such steps as such officer
may deem necessary or
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appropriate to assure that the business of the meeting is conducted in a fair
and orderly manner.
(b) No business may be transacted at an annual meeting of stockholders,
other than business that is either (i) specified in the notice of meeting (or
any supplement thereto) given by or at the direction of the Board of
Directors (or any duly authorized committee thereof), (ii) otherwise properly
brought before the annual meeting by or at the direction of the Board of
Directors (or any duly authorized committee thereof) or (iii) otherwise
properly brought before the annual meeting by any stockholder of the
Corporation (A) who is a stockholder of record on the date of the giving of
the notice provided for in this Section 7(b) and on the record date for the
determination of stockholders entitled to vote at such annual meeting and (B)
who complies with the notice procedures set forth in this Section 7(b).
In addition to any other applicable requirements, for business to be
properly brought before an annual meeting by a stockholder, such stockholder
must have given timely notice thereof in proper written form to the Secretary
of the Corporation.
To be timely, a stockholder's notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the Corporation
not less than one hundred twenty (120) days nor more than one hundred fifty
(150) days prior to the anniversary date of the immediately preceding annual
meeting of stockholders; PROVIDED, HOWEVER, that in the event that the annual
meeting is called for a date that is not within thirty (30) days before or
after such anniversary date, notice by the stockholder in order to be timely
must be so received not later than the close of business on the tenth (10th)
day following the day on which such notice
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of the date of the annual meeting was mailed or such public announcement of
the date of the annual meeting was made, whichever first occurs. In no event
shall the public announcement of an adjournment of an annual meeting commence
a new time period for the giving of a stockholder's notice as described above.
To be in proper written form, a stockholder's notice to the Secretary
must set forth as to each matter such stockholder proposes to bring before
the annual meeting (i) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such
business at the annual meeting, (ii) the name and record address of such
stockholder, (iii) the class or series and number of shares of capital stock
of the Corporation which are owned beneficially or of record by such
stockholder, (iv) a description of all arrangements or understandings between
such stockholder and any other person or persons (including their names) in
connection with the proposal of such business by such stockholder and any
material interest of such stockholder in such business and (v) a
representation that such stockholder intends to appear in person or by proxy
at the annual meeting to bring such business before the meeting.
No business shall be conducted at the annual meeting of stockholders
except business brought before the annual meeting in accordance with the
procedures set forth in this Section 7(b); PROVIDED, HOWEVER, that, once
business has been properly brought before the annual meeting in accordance
with such procedures, nothing in this Section 7(b) shall be deemed to
preclude discussion by any stockholder of any such business. If the
presiding officer of an annual meeting determines that business was not
properly brought before the annual meeting in accordance with the foregoing
procedures, the presiding officer shall declare to the meeting that the
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business was not properly brought before the meeting and such business shall
not be transacted.
(c) Only persons who are nominated in accordance with the
following procedures shall be eligible for election as directors of the
Corporation, except as may be otherwise provided in the Certificate of
Incor-poration of the Corporation with respect to the right of holders of
preferred stock of the Corporation to nominate and elect a specified number
of directors in certain circumstances. Nominations of persons for election
to the Board of Directors may be made at any annual meeting of stockholders
(i) by or at the direction of the Board of Directors (or any duly authorized
committee thereof) or (ii) by any stockholder of the Corporation (A) who is a
stockholder of record on the date of the giving of the notice provided for in
this Section 7(c) and on the record date for the determination of
stockholders entitled to vote at such annual meeting and (B) who complies
with the notice procedures set forth in this Section 7(c).
In addition to any other applicable requirements, for a nomination to be
made by a stockholder, such stockholder must have given timely notice thereof
in proper written form to the Secretary of the Corporation.
To be timely, a stockholder's notice to the Secretary must be delivered
to or mailed and received at the principal executive offices of the
Corporation not less than one hundred twenty (120) days nor more than one
hundred fifty (150) days prior to the anniversary date of the immediately
preceding annual meeting of stockholders; PROVIDED, HOWEVER, that in the
event that the annual meeting is called for a date that is not within thirty
(30) days before or after such anniversary date, notice by the stockholder in
order to be timely must be so received not later than the close of business
on the
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tenth (10th) day following the day on which such notice of the date of the
annual meeting was mailed or such public announcement of the date of the
annual meeting was made, whichever first occurs. In no event shall the
public announcement of an adjournment of an annual meeting commence a new
time period for the giving of a stockholder's notice as described above.
To be in proper written form, a stockholder's notice to the Secretary
must set forth (i) as to each person whom the stockholder proposes to
nominate for election as a director (A) the name, age, business address and
residence address of the person, (B) the principal occupation or employment
of the person, (C) the class or series and number of shares of capital stock
of the Corporation which are owned beneficially or of record by the person
and (D) any other information relating to the person that would be required
to be disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of directors pursuant
to Section 14 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules and regulations promulgated thereunder; and
(ii) as to the stockholder giving the notice (A) the name and record address
of such stockholder, (B) the class or series and number of shares of capital
stock of the Corporation which are owned beneficially or of record by such
stockholder, (C) a description of all arrangements or understandings between
such stockholder and each proposed nominee and any other person or persons
(including their names) pursuant to which the nomination(s) are to be made by
such stockholder, (D) a representation that such stockholder intends to
appear in person or by proxy at the meeting to nominate the persons named in
its notice and (E) any other information relating to such stockholder that
would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for election
of
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directors pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder. Such notice must be accompanied by a
written consent of each proposed nominee to being named as a nominee and to
serve as a director if elected.
No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth in
this Section 7(c). If the presiding officer of the meeting determines that a
nomination was not made in accordance with the foregoing procedures, the
presiding officer shall declare to the meeting that the nomination was
defective and such defective nomination shall be disregarded.
Notwithstanding anything in the third paragraph of this Section 7(c) to
the contrary, in the event that the number of directors to be elected to the
Board of Directors of the Corporation is increased and there is no public
announcement by the Corporation naming all of the nominees for director or
specifying the size of the increased Board of Directors at least one hundred
thirty (130) days prior to the first anniversary of the preceding year's
annual meeting, a stockholder's notice required by this Bylaw shall also be
considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary at the
principal executive offices of the Corporation not later than the close of
business on the tenth (10th) day following the day on which such public
announcement is first made by the Corporation.
(d) For purposes of this Section 7, "public announcement" shall
mean an announcement in a press release reported by the Dow Jones News
Service, Associated Press or comparable national news service or in a
document publicly filed by the Corporation with the
8
Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the
Exchange Act.
SECTION 8. PROXIES AND VOTING.
At any meeting of the stockholders, every stockholder entitled to vote
may vote in person or by proxy authorized by an instrument in writing filed
in accordance with the procedure established for the meeting. Any facsimile
telecommunication or other reliable reproduction of the writing or
transmission created pursuant to this paragraph may be substituted for or
used in lieu of the original writing or transmission for any and all purposes
for which the original writing or transmission could be used, PROVIDED that
such copy, facsimile telecommunication or other reproduction shall be a
complete reproduction of the entire original writing or transmission.
When a quorum is precept at any meeting, the affirmative vote of the
holders of a majority of the voting power of the stock then present shall
decide any question brought before such meeting, unless the question is one
upon which by express provision of applicable law, the Certificate of
Incorporation or these Bylaws, a different vote is required, in which case
such express provision shall govern and control the decision of such question.
All voting, including on the election of Directors but excepting where
otherwise required by law or by the governing documents of the Corporation,
may be made by a voice vote; PROVIDED, HOWEVER, that upon demand thereof or
by a stockholder entitled to vote or his or her proxy, a stock vote shall be
taken. Every stock vote shall be taken by ballot, each of which shall state
the name of the stockholder or proxy voting and such other information as may
be required under the procedures
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established for the meeting. The Corporation shall, in advance of any
meeting of stockholders, appoint one or more inspectors to act at the meeting
and make a written report thereof. The Corporation may designate one or more
persons as alternate inspectors to replace any inspector who fails to act.
If no inspector or alternate is able to act at a meeting of stockholders, the
person presiding at the meeting shall appoint one or more in-spectors to act
at the meeting. Each inspector, before entering upon the discharge of his
duties, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of his or her
ability.
All elections shall be determined by a plurality of the votes cast, and
except as otherwise required by law or the Certificate of Incorporation, all
other matters shall be determined by a majority of the votes cast.
SECTION 9. STOCK LIST.
A complete list of stockholders entitled to vote at any meeting of
stockholders, arranged in alphabetical order for each class of stock and
showing the address of each such stockholder and the number of shares
registered in his or her name, shall be open to the examination of any such
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 the meeting is to be held.
The stock list shall also be kept at the place of the meeting during the
whole time thereof and shall be open to the examination of any such
stockholder who is present. The list shall presumptively determine the
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identity of the stockholders entitled to vote at the meeting and the number
of shares held by each of them.
SECTION 10. CONSENT OF STOCKHOLDERS IN LIEU OF MEETING.
Subject to the rights of the holders of any class or series of preferred
stock of the Corporation, any action required or permitted to be taken by the
stockholders of the Corporation must be effected at an annual or special
meeting of stockholders of the Corporation and may not be effected by any
consent in writing by such stockholders.
ARTICLE II -- BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS, NUMBER AND TERM OF OFFICE.
The business and affairs of the Corporation shall be under the direction
of its Board of Directors. The exact number of Directors, consisting of not
less than one (l) nor more than fifteen (15), shall be determined from time
to time by resolution adopted by the affirmative vote of a majority of the
Directors in office at the time of adoption of such resolution. The Board of
Directors shall annually elect a Chairman of the Board from among its members
who shall, when present, preside at its meetings.
SECTION 2. DIRECTORS.
The number of Directors shall be fixed from time to time exclusively by
the Board of Directors pursuant to a resolution adopted by a majority of the
Whole Board. The Directors shall be divided into three classes as Class I,
Class II and Class III, respectively. Each
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class shall consist, as nearly as may be possible, of one-third of the total
number of Directors constituting the Whole Board. At each annual meeting of
the stockholders, successors to the class of Directors whose term expires at
the annual meeting shall be elected for a three-year term. If the number of
Directors is changed, any increase or decrease shall be apportioned among the
classes so as to maintain the number of Directors in each class as nearly
equal as possible, but in no case shall a decrease in the number of Directors
shorten the term of any incumbent Director. A Director shall hold office
until the annual meeting for the year in which the term expires and until his
successor shall be elected and shall qualify; subject, however, to prior
death, resignation, retirement, disqualification or removal from office.
SECTION 3. AGE.
No person 70 years of age or older on or before the date of the annual
meeting of stockholders of the Corporation in any year shall be eligible for
election, reelection, appointment or reappointment to the Board of Directors
of the Corporation in that year. In addition, no director shall serve beyond
the date of the annual meeting of stockholders of the Corporation of the year
immediately following his attainment of 70 years of age.
SECTION 4. ADVISORY DIRECTORS.
Advisory Directors may be appointed and their compensation for services
(in an amount not to exceed those fees paid to voting Directors) shall be
determined by resolution of the Board of Directors of the Corporation.
Advisory Directors shall be available for consultation with and advice to the
management of the Corporation. Advisory Directors may attend meetings of the
12
Board of Directors, but shall have no vote on any matter acted upon by such
Board.
SECTION 5. VACANCIES AND NEWLY CREATED DIRECTORSHIPS.
Subject to the rights of the holders of any class or series of Preferred
Stock, and unless the Board of Directors otherwise determines, newly created
directorships resulting from any increase in the authorized number of
Directors or any vacancies in the Board of Directors resulting from death,
resignation, retirement, disqualification, removal from office or other cause
may be filled only by a majority vote of the Directors then in office, though
less than a quorum, and Directors so chosen shall hold office for a term
expiring at the annual meeting of stockholders at which the term of office of
the class to which they have been elected expires and until such Director's
successor shall have been duly elected and qualified. No decrease in the
number of authorized Directors constituting the Board shall shorten the term
of any incumbent Director.
SECTION 6. REGULAR MEETINGS.
Regular meetings of the Board of Directors shall be held at such place
or places, on such date or dates, and at such time or times as shall have
been established by the Board of Directors and publicized among all
Directors. A notice of such regular meeting shall not be required.
SECTION 7. SPECIAL MEETINGS.
Special meetings of the Board of Directors may be called by one-third
(1/3) of the Directors then in office (rounded upward to the nearest whole
number), by the Chairman of the Board or the President, and shall be
13
held at such place, on such date, and at such time as they, or he or she,
shall fix. Notice of the place, date, and time of each such meeting shall be
given each Director by whom it is not waived by mailing written notice not
less than five (5) days before the meeting or by telegraphing or telexing or
by facsimile transmission of the same not less than twenty-four (24) hours
before the meeting. Unless otherwise indicated in the notice thereof, any
and all business may be transacted at a special meeting.
SECTION 8. QUORUM.
At any meeting of the Board of Directors, a majority of the Whole Board
shall constitute a quorum for all purposes. If a quorum shall fail to attend
any meeting, a majority of those present may adjourn the meeting to another
place, date or time, without further notice or waiver thereof.
SECTION 9. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE.
Members of the Board of Directors, or any committee thereof, may
participate in a meeting of such Board or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation
shall constitute presence in person at such meeting.
SECTION 10. CONDUCT OF BUSINESS.
At any meeting of the Board of Directors, business shall be transacted
in such order and manner as the Board may from time to time determine, and
all matters shall be determined by the vote of a majority of the Directors
present, except as otherwise provided herein or
14
required by law. Action may be taken by the Board of Directors without a
meeting if all members thereof consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors.
SECTION 11. INTERESTED DIRECTORS.
No contract or transaction between the Corporation and one or more of
its Directors or Officers, or between the Corporation and any other
corporation, partnership, association, or other organization in which one or
more of its Directors or Officers are Directors or Officers, or have a
financial interest, shall be void or voidable solely for this reason, or
solely because the Director or Officer is present at or participates in the
meeting of the Board of Directors or committee thereof which authorizes the
contract or transaction, or solely because his or their votes are counted for
such purpose, if (i) the material facts as to his or their relationship or
interest and as to the contract or transaction are disclosed or are known to
the Board of Directors or the committee, and the Board of Directors or
committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the Disinterested Directors, even though
the Disinterested Directors be less than a quorum; or (ii) the material facts
as to his or their relationship or interest and as to the contract or
transaction are disclosed or are known to the stock-holders entitled to vote
thereon, and the contract or transaction is specifically approved in good
faith by vote of the stockholders; or (iii) the contract or transaction is
fair as to the Corporation as of the time it is authorized, approved or
ratified by the Board of Directors, a committee thereof or the stockholders.
Common or Interested Directors may be counted in determining the presence of
a quorum at a meeting of the Board of Direc-
15
tors or of a committee which authorizes the contract or transaction.
SECTION 12. POWERS.
The Board of Directors may, except as otherwise required by law,
exercise all such powers and do all such acts and things as may be exercised
or done by the Corporation, including, without limiting the generality of the
foregoing, the unqualified power:
(1) To declare dividends from time to time in accordance with law;
(2) To purchase or otherwise acquire any property, rights or
privileges on such terms as it shall determine;
(3) To authorize the creation, making and issuance, in such form as
it may determine, of written obligations of every kind, negotiable or
non-negotiable, secured or unsecured, and to do all things necessary in
connection therewith;
(4) To remove any Officer of the Corporation with or without cause,
and from time to time devolve the powers and duties of any Officers upon any
other person for the time being;
(5) To confer upon any Officer of the Corporation the power to
appoint, remove and suspend subordinate Officers, employees and agents;
(6) To adopt from time to time such stock option, stock purchase,
bonus or other compensation plans for Directors, Officers, employees
16
and agents of the Corporation and its subsidiaries as it may determine;
(7) To adopt from time to time such insurance, retirement, and other
benefit plans for Directors, Officers, employees and agents of the Corporation
and its subsidiaries as it may determine; and
(8) To adopt from time to time regulations, not inconsistent with
these Bylaws, for the management of the Corporation's business and affairs.
SECTION 13. COMPENSATION OF DIRECTORS.
Directors, as such, may receive, pursuant to resolution of the Board of
Directors, fixed fees and other compensation for their services as Directors,
including, without limitation, their services as members of committees of the
Board of Directors.
ARTICLE III -- COMMITTEES
SECTION 1. COMMITTEES OF THE BOARD OF DIRECTORS.
The Board of Directors, by a vote of a majority of the Whole Board, may
from time to time designate committees of the Board, with such lawfully
delegable powers and duties as it thereby confers, to serve at the pleasure
of the Board and shall, for these committees and any other provided for
therein, elect a Director or Directors to serve as the member or members, and
designate, if it desires, other Directors as alternate members who may
replace any absent or disqualified member at any meeting of the Committee.
Any such committee, to the
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extent allowed by law and provided in the resolution of the Board of
Directors establishing such committee, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the
business and affairs of the Corporation. In the absence or disqualification
of any member of any committee and any alternate member in his or her place,
the member or members of the committee present at the meeting and not
disqualified from voting, whether or not he or she or they constitute a
quorum, may by unanimous vote appoint another member of the Board of
Directors to act at the meeting in the place of the absent or disqualified
member.
SECTION 2. CONDUCT OF BUSINESS.
Each committee may determine the procedural rules for meeting and
conducting its business and shall act in accordance therewith, except as
otherwise provided herein or required by law. Adequate provisions shall be
made for notice to members of all committees; one-third (1/3) of the members
shall constitute a quorum unless the committee shall consist of one (1) or
two (2) members, in which event one (1) member shall constitute a quorum; and
all matters shall be determined by a majority vote of the members present.
Action may be taken by any committee without a meeting if all members thereto
consent thereto in writing, and the writing or writings are filed with the
minutes of the proceedings of such committee.
SECTION 3. NOMINATING COMMITTEE.
The Board of Directors shall appoint a Nominating Committee of the Board
of Directors, consisting of not less than three (3) members. The Nominating
Committee shall have authority to: (a) to review any nominations for election
to the Board of Directors made by a stockholder of the Corporation pursuant
to Section 7(c) of Article I of these Bylaws in order to determine
com-
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pliance with such bylaw and (b) to recommend to the Whole Board nominees for
election to the Board of Directors to replace those Directors whose terms
expire at the annual meeting of stockholders next ensuing.
ARTICLE IV -- OFFICERS
SECTION 1. GENERALLY.
(a) The Board of Directors as soon as may be practicable after the
annual meeting of stockholders shall choose a Chairman of the Board, a Chief
Executive Officer and President, one or more Vice Presidents, a Secretary and
a Treasurer and from time to time may choose such other Officers as it may
deem proper. The Chairman of the Board shall be chosen from among the
Directors. Any number of offices may be held by the same person.
(b) The term of office of all Officers shall be until the next
annual election of Officers and until their respective successors are chosen,
but any Officer may be removed from office at any time by the affirmative
vote of a majority of the authorized Directors then constituting the Board of
Directors.
(c) All Officers chosen by the Board of Directors shall have such
powers and duties as generally pertain to their respective offices, subject
to the specific provisions of this Article IV. Such Officers shall also have
such powers and duties as from time to time may he conferred by the Board of
Directors or by any committee thereof.
SECTION 2. CHAIRMAN OF THE BOARD OF DIRECTORS.
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The Chairman of the Board shall, subject to the provisions of these
Bylaws and to the direction of the Board of Directors, serve in general
executive capacity and unless the Board has designated another person, when
present, shall preside at all meetings of the stockholders of the
Corporation. The Chairman of the Board shall perform all duties and have all
powers which are commonly incident to the office of Chairman of the Board or
which are delegated to him or her by the Board of Directors. He or she shall
have power to sign all stock certificates, contracts and other instruments of
the Corporation which are authorized.
SECTION 3. PRESIDENT AND CHIEF EXECUTIVE OFFICER.
The President and Chief Executive Officer (the "President") shall have
general responsibility for the management and control of the business and
affairs of the Corporation and shall perform all duties and have all powers
which are commonly incident to the offices of President and Chief Executive
Officer or which are delegated to him or her by the Board of Directors.
Subject to the direction of the Board of Directors, the President shall have
power to sign all stock certificates, contracts and other instruments of the
Corporation which are authorized and shall have general supervision of all of
the other Officers (other than the Chairman of the Board), employees and
agents of the Corporation.
SECTION 4. VICE PRESIDENT.
The Vice President or Vice Presidents shall perform the duties of the
President in his absence or during his inability to act. In addition, the
Vice Presidents shall perform the duties and exercise the powers usually
incident to their respective offices and/or such other duties and powers as
may be properly
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assigned to them by the Board of Directors, the Chairman of the Board or the
President. A Vice President or Vice Presidents may be designated as
Executive Vice President or Senior Vice President.
SECTION 5. SECRETARY.
The Secretary or Assistant Secretary shall issue notices of meetings,
shall keep their minutes, shall have charge of the seal and the corporate
books, and shall perform such other duties and exercise such other powers as
are usually incident to such office and/or such other duties and powers as
are properly assigned thereto by the Board of Directors, the Chairman of the
Board or the President. Subject to the direction of the Board of Directors,
the Secretary shall have the power to sign all stock certificates.
SECTION 6. TREASURER.
The Treasurer shall be the Controller of the Corporation unless
otherwise provided by the Board of Directors by resolution and shall have the
responsibility for maintaining the financial records of the Corporation. He
or she shall make such disbursements of the funds of the Corporation as are
authorized and shall render from time to time an account of all such
transactions and the financial condition of the Corporation. The Treasurer
shall also perform such other duties as the Board of Directors may from time
to time prescribe. Subject to the direction of the Board of Directors, the
Treasurer shall have the power to sign all stock certificates.
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SECTION 7. ASSISTANT SECRETARIES AND OTHER OFFICERS.
The Board of Directors may appoint one or more Assistant Secretaries and
such other Officers who shall have such powers and shall perform such duties
as are provided in these Bylaws or as may be assigned to them by the Board of
Directors, the Chairman of the Board or the President.
SECTION 8. ACTION WITH RESPECT TO SECURITIES OF OTHER CORPORATIONS.
Unless otherwise directed by the Board of Directors, the President or
any Officer of the Corporation authorized by the President shall have power
to vote and otherwise act on behalf of the Corporation, in person or by
proxy, at any meeting of stockholders of or with respect to any action of
stockholders of any other corporation in which this Corporation may hold
securities and otherwise to exercise any and all rights and powers which this
Corporation may possess by reason of its ownership of such securities in such
other corporation.
ARTICLE V -- STOCK
SECTION 1. CERTIFICATES OF STOCK.
Each stockholder shall be entitled to a certificate signed by, or in the
name of the Corporation by, the Chairman of the Board or the President, and
by the Secretary or an Assistant Secretary, or any Treasurer or Assistant
Treasurer, certifying the number of shares owned by him or her. Any or all
of the signatures on the certificate may be a facsimile.
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SECTION 2. TRANSFERS OF STOCK.
Transfers of stock shall be made only upon the transfer books of the
Corporation kept at an office of the Corporation or by transfer agents
designated to transfer shares of the stock of the Corporation. Except where
a certificate is issued in accordance with Section 4 of Article V of these
Bylaws, an outstanding certificate of the number of shares involved shall be
surrendered or cancellation before a new certificate is issued therefor.
SECTION 3. RECORD DATE.
In order that the Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders, or to receive payment of
any dividend or other distribution or allotment of any rights or 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 a
record date, which record date shall not precede the date on which the
resolution fixing the record date is adopted and which record date shall not
be more than sixty (60) nor less than ten (10) days before the date of any
meeting of stockholders, nor more than sixty (60) days prior to the time for
such other action as hereinbefore described; PROVIDED, HOWEVER, that if no
record date is fixed by the Board of Directors, 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 next day preceding the day on which the meeting is held; and,
for determining stockholders entitled to receive payment of any dividend or
other distribution or allotment or rights or to exercise any rights of
change, conversion or exchange of stock or for any
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other purpose, the record date shall be at the close of business on the day
on which the Board of Directors adopts a 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
dace for the adjourned meeting.
SECTION 4. LOST, STOLEN OR DESTROYED CERTIFICATES.
In the event of the loss, theft or destruction of any certificate of
stock, another may be issued in its place pursuant to such regulations as the
Board of Directors may establish concerning proof of such loss, theft or
destruction and concerning the giving of a satisfactory bond or bonds or
indemnity.
SECTION 5. REGULATIONS.
The issue, transfer, conversion and registration of certificates of
stock shall be governed by such other regulations as the Board of Directors
may establish.
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ARTICLE VI -- NOTICES
SECTION 1. NOTICES.
Except as otherwise specifically provided herein or required by law, all
notices required to be given to any stockholder, Director, Officer, employee
or agent shall be in writing and may in every instance be effectively given
by hand delivery to the recipient thereof, by depositing such notice in the
mails, postage paid, or by sending such notice by prepaid telegram or
mailgram or other courier. Any such notice shall be addressed to such
stockholder, Director, Officer, employee or agent at his or her last known
address as the same appears on the books of the Corporation. The time when
such notice is received, if hand delivered, or dispatched, if delivered
through the mails or by telegram or other courier, shall be the time of the
giving of the notice.
SECTION 2. WAIVERS.
A written waiver of any notice, signed by a stockholder, Director,
Officer, employee or agent, whether before or after the time of the event for
which notice is to be given, shall be deemed equivalent to the notice
required to be given to such stockholder, Director, Officer, employee or
agent. Neither the business nor the purpose of any meeting need be specified
in such a waiver.
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ARTICLE VII -- MISCELLANEOUS
SECTION 1. FACSIMILE SIGNATURES.
In addition to the provisions for use of facsimile signatures elsewhere
specifically authorized in these Bylaws, facsimile signatures of any Officer
or Officers of the Corporation may be used whenever and as authorized by the
Board of Directors or a committee thereof.
SECTION 2. CORPORATE SEAL.
The Board of Directors may provide a suitable seal, containing the name
of the Corporation, which seal shall be in the charge of the Secretary. If
and when so directed by the Board of Directors or a committee thereof,
duplicates of the seal may be kept and used by the Treasurer or by an
Assistant Secretary or Assistant Treasurer.
SECTION 3. RELIANCE UPON BOOKS, REPORTS AND RECORDS.
Each Director, each member of any committee designated by the Board of
Directors, and each Officer of the Corporation shall, in the performance of
his or her duties, be fully protected in relying in good faith upon the books
of account or other records of the Corporation and upon such information,
opinions, reports or statements presented to the Corporation by any of its
Officers or employees, or committees of the Board of Directors so designated,
or by any other person as to matters which such Director or committee member
reasonably believes are within such other person's professional or expert
competence and who has been selected with reasonable care by or on behalf of
the Corporation.
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SECTION 4. FISCAL YEAR.
The fiscal year of the Corporation shall be fixed by the Board of
Directors.
SECTION 5. TIME PERIODS.
In applying any provision of these Bylaws which requires that an act be
done or not done by a specified number of days prior to an event or that an
act done during a period of a specified number of days prior to an event,
calendar days shall be used, and the day of the doing of the act shall be
excluded, and the day of the event shall be included.
ARTICLE VIII -- AMENDMENTS
These Bylaws may be altered, amended or repealed, in whole or in part,
or new Bylaws may be adopted, by the stockholders or by the Board of
Directors; PROVIDED, HOWEVER, that notwithstanding any other provisions of
the Bylaws or any provision of law which may otherwise permit a lesser vote
or no vote, but in addition to any affirmative vote of the holders of any
particular class or series of the voting stock required by law, the
Certificate of Incorporation, any Preferred Stock Designation or these
Bylaws, the affirmative votes of the holders of at least 80% of the voting
power of all the then outstanding shares of the Voting Stock, voting together
as a single class, shall be required to alter, amend or repeal any provisions
of these Bylaws.
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