EXHIBIT 3.2
ACTIVE ACOUSTICAL SOLUTIONS, INC.
(A Delaware Corporation)
BY-LAWS
ARTICLE I
OFFICES
Section 1. Principal Office The principal office of the Corporation shall
be as set forth in its Certificate of Incorporation.
Section 2. Additional Offices The Corporation may have such additional
offices at such other place within or without the State of Delaware as the Board
of Directors may from time to time determine or as the business of the
Corporation may require.
ARTICLE II
STOCKHOLDERS' MEETINGS
Section 1. Annual Meeting An annual meeting of stockholders shall be
held in each year during the month of January on a day to be designated by the
Board of Directors, and at the time and place (either within or without the
State of Delaware) as shall be fixed by the Board of Directors and specified in
the notice of meeting for the purpose of electing directors and transacting such
other business as may properly be brought before the meeting.
Section 2. Special Meeting A Special Meeting of stockholders may be called
at any time by the President or by the Board of Directors or by the President or
the Secretary at the request in writing by the holders of a majority of the
issued and outstanding
shares of the capital stock of the corporation entitled to vote at such meeting.
Any such request shall state the purpose or purposes of the proposed meeting.
Special meetings shall be held at such time and place (either within or without
the State of Delaware) as shall be specified in the notice thereof. Business
transacted at any special meeting of stockholders shall be confined to the
purposes set forth in the notice thereof.
Section 3. Notice of Meetings Written notice of the time, place and
purpose of every meeting or stockholders, (and, if other than an annual meeting,
indicating the person or persons at whose direction the meeting is being
convoked), shall be given to each stockholder of record entitled to vote at such
meeting and to each stockholder who, by reason of any action proposed at such
meeting, would be entitled to have his stock appraised if such action were
taken, not less than ten nor more than sixty days prior to the date set for the
meeting, either personally or by mailing said notice by first class mail to each
stockholder at his address appearing on the stock book of the Corporation or at
such other address supplied by him in writing to the Secretary of the
Corporation for the purpose of receiving notice. Notice by mail shall be deemed
to be given when deposited, postage prepaid, in a post office or official
depository under the exclusive care and custody of the United States Post Office
Department. The record date for determining the stockholders entitled to such
notice shall be determined by the Board of Directors in accordance with Section
6 of ARTICLE SIXTH of these By-Laws.
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A written waiver of notice setting forth the purposes of the meeting for
which notice is waived, signed by the person or persons entitled to such notice,
whether before or after the time of the meeting stated therein, shall be deemed
equivalent to the giving of such notice. The attendance by a stockholder at a
meeting either in person or by proxy without protesting the lack of notice
thereof shall constitute a waiver of notice of such stockholder.
All notice given with respect to an original meeting shall extend to any
and all adjournments thereof and such business as might have been transacted at
the original meeting may be transacted at any adjournment thereof; no notice of
any adjourned meeting need be given if an announcement of the time and place of
the adjourned meeting is made at the original meeting.
Section 4. Quorum The holders of a majority of the shares of stock issued
and outstanding and entitled to vote thereat, present in person or represented
by proxy, shall be requisite and shall constitute a quorum at all meetings of
stockholders for the transaction of business except as otherwise provided by
statute. If, however, a quorum shall not be present or represented at any
meeting of stockholders, the stockholders entitled to vote thereat, present in
person or represented by proxy, shall have 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. When a
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quorum is once present to organize a meeting, such quorum is not deemed broken
by the subsequent withdrawal of any stockholders.
Section 5. Voting Every stockholder entitled to vote at any meeting shall
be entitled to one vote for each share of stock entitled to vote and held by him
of record on the date fixed as the record date for said meeting and may so vote
in person or by proxy. At all elections of directors when a quorum is present, a
plurality of the votes cast by the holders of shares entitled to vote shall
elect and any other corporate action, when a quorum is present, shall be
authorized by a majority of the votes cast by the holders of shares entitled to
vote thereon except as may otherwise be provided by statute.
Section 6. Proxies Every proxy must be signed by the stockholder entitled
to vote or by his duly authorized attorney-in-fact and shall be valid only if
filed with the Secretary of the Corporation or with the Secretary of the meeting
prior to the commencement of voting on the matter in regard to which said proxy
is to be voted. No proxy shall be valid after the expiration of eleven months
from the date of its execution unless otherwise expressly provided in the proxy.
Every proxy shall be revocable at the pleasure of the person executing it except
as otherwise provided by Section 212 of the General Corporation Law. Unless the
proxy by its terms provides for a specific revocation date and except as
otherwise provided by statute, revocation of a proxy shall not be effective
unless and until such revocation is executed in writing by the stockholder who
executed such proxy and the
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revocation is filed with the Secretary of the Corporation or with the Secretary
of the Meeting prior to the voting of the proxy.
Section 7. Stockholders' List A list of stockholders as of the record
date, certified by the Secretary of the Corporation or by a transfer agent
appointed by the Board of Directors shall be prepared for every meeting of
stockholders and shall be produced by the Secretary or some other officer of the
Corporation thereat.
Section 8. Inspectors at Meetings In advance of any stockholders' meeting,
the Board of Directors may appoint one or more inspectors to act at the meeting
or at any adjournment thereof and if not so appointed the person presiding at
any such meeting may, and at the request of any stockholder entitled to vote
thereat shall, appoint one or more inspectors. Each inspector, before entering
upon the discharge of his duties as set forth in Section 231 of the General
Corporation Law, shall take and sign an oath faithfully to execute the duties of
inspector at such meeting with strict impartiality and according to the best of
his ability.
Section 9. Conduct of Meeting All meetings of stockholders shall be
presided over by the President, or if he is not present by a chairman thereby
chosen by the stockholders at the meeting. The Secretary of the Corporation, or
in his absence, an Assistant Secretary, shall act as secretary of every meeting
but if neither the Secretary nor the Assistant Secretary is present the Chairman
of the meeting shall appoint any person present to act as secretary of the
meeting.
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Section 10. Stockholder Action Without Meetings Any action required by the
General Corporation Law to be taken at any annual or special meeting of
stockholders, or any action which may be taken at any annual or special meeting
of 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 all shares 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. Action taken pursuant to this paragraph shall be
subject to the provisions of Section 228 of the General Corporation Law.
ARTICLE III
BOARD OF DIRECTORS
Section 1. Function and Definition The business and property of the
Corporation shall be managed by its Board of Directors who may exercise all the
powers of the Corporation and do 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.
Section 2. Number and Qualification The number of directors constituting
the entire Board shall consist of one or more members,
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as may be fixed by resolution of the Board of Directors or by the stockholders
entitled to vote for the election of directors at an annual meeting, provided
that any such action of the Board shall require the vote of a majority of the
entire Board. The phrase "entire Board" as used herein means the total number of
directors which the Corporation would have if there were no vacancies. The term
of any incumbent director shall not be shortened by any such action by the Board
of Directors or by the stockholders.
Each director shall be at least twenty-one years of age. A director need
not be a stockholder, a citizen of the United States or a resident of the State
of Delaware.
Section 3. Election, Term and Vacancies Except as otherwise provided in
this Section, all directors shall be elected at an annual meeting of
stockholders, and all directors who are elected in the interim to fill vacancies
and newly created directorships, shall hold office until the next annual meeting
of stockholders and until their respective successors have been elected and
qualified.
In the interim between annual meetings of stockholders or of special
meetings of stockholders called for the election of directors and/or the removal
of one or more directors and for the filling of any vacancy in that connection,
newly created directorships resulting from the increase in the number of
directors or from vacancies occurring in the Board, but not, except as
hereinafter provided, in the case of a vacancy occurring by
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reason of removal of a director by the stockholders, may be filled by the vote
of a majority of the directors, then remaining in office, although less than a
quorum may exist.
In the case of a vacancy occurring in the Board of Directors by reason of
the removal of one or more directors by action of the stockholders, such vacancy
may be filled by the stockholders at a special meeting duly called for such
purpose.
In the event a vacancy is not filled by such election by stockholders,
whether or not the vacancy resulted from the removal of a director with or
without cause, a majority of the directors then remaining in office, although
less than a quorum, may fill any such vacancy.
Section 4. Removal The Board of Directors may, at any time, with cause,
remove any director.
The stockholders entitled to vote for the election of directors may, at
any time, remove any or all of the directors with or without cause.
Section 5. Meetings The annual meeting of the Board of Directors for the
election of officers and the transaction of such other business as may come
before the meeting, shall be held, without notice, immediately following the
annual meeting of stockholders, at the same place at which such stockholders'
meeting is held.
Regular meetings of the Board of Directors shall be held at such time and
place, within or outside of the State of Delaware, as may be fixed by resolution
of the Board, and when so fixed, no
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further notice thereof need be given. Regular meetings not fixed by resolution
of the Board may be held on notice at such time and place as shall be determined
by the Board.
Special meetings of the Board of Directors may be called on notice at any
time by the President or by a majority of the directors then in office and shall
be called by the President or the Secretary at the written request of a majority
of the directors then in office.
Section 6. Notice of Meeting In the case of all special meetings and of
regular meetings not fixed by resolution of the Board, written notice of the
time, place and purposes of each such meeting shall be mailed to each director,
addressed to his residence or usual place of business, not less than four days
before the date on which such meeting is to be held, or shall be sent to such
address by telegraph, or be given personally, or by telephone, not less than two
days before the date on which such meeting is to be held.
Any meeting of the Board of Directors for which notice is required by
these By-Laws or by statute need not be given to any director who submits a
signed waiver of notice whether before or after the meeting, or who attends the
meeting without protesting prior thereto or at its commencement the lack of
notice to him. All signed waivers of notice shall be filed with the minutes of
the meeting.
Section 7. Conduct of Meetings The President, if present, shall preside at
all meetings of directors. At all meetings at
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which the President is not present, any other director chosen by the Board,
shall preside.
Section 8. Quorum, Adjournment, Voting A majority of the entire Board
shall be requisite and shall constitute a quorum at all meetings of the Board of
Directors for the transaction of business, except where a vacancy or vacancies
prevents such majority, whereupon a majority of the directors then in office
shall constitute a quorum, provided such majority shall constitute at least
one-third of the entire Board.
A majority of the directors present at any meeting, whether or not a
quorum is present, may adjourn the meeting to another time and place without
further notice other than an announcement at the meeting.
When a quorum is present at any meeting, a majority of the directors
present shall decide any question brought before such meeting and the act of
such majority shall be the act of the Board.
Any action required or permitted to be taken by the Board or any Committee
thereof may be taken without a meeting if all members of the Board or Committee
consent in writing to the adoption of a resolution authorizing the action.
Section 9. Compensation of Directors Directors, as such, shall not receive
any stated salary for their services, but, by resolution of the Board, a fixed
sum and expenses of attendance, if any, may be allowed for attendance at any
meeting of the Board of Directors or of any committee thereof. Nothing herein
contained shall be construed to preclude any director from serving the
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Corporation in any other capacity and receiving reasonable compensation
therefor.
Section 10. Committees The Board of Directors, by resolution of a majority
of the entire Board, may designate from among its members one or more
committees, each consisting of three or more directors, and each of which, to
the extent provided in such resolution, shall have all the authority of the
Board except that no such committee shall have authority as to any of the
following matters:
(a) The submission to stockholders of any action as to which stockholders'
authorization or approval is required by statute, the Certificate of
Incorporation or by these By-Laws;
(b) the filling of vacancies in the Board of Directors or in any committee
thereof;
(c) the fixing of compensation of the directors for serving on the Board
or on any committee thereof;
(d) the amendment or repeal of these By-Laws or the adoption of new
By-Laws; and
(e) the amendment or repeal of any resolution of the Board of Directors
which by its terms shall not be so amendable or repealable.
The Board may designate one or more directors as alternate members of any
such committee who may replace any absent member or members at any meeting of
such committee.
Each such committee shall serve at the pleasure of the Board. The Board of
Directors shall have power at any time to fill
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vacancies in, to change the membership of, or to discharge any such committee.
Committees shall keep minutes of their proceedings and shall report the same to
the Board of Directors at the meeting of the Board next succeeding, and any
action by the committee shall be subject to revision and alteration by the Board
of Directors, provided that no rights of a third person shall be affected by any
such revision or alteration.
Section 11. Written Action Any action required or permitted to be taken at
any meeting of the Board of Directors or 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 proceedings of the Board or committee.
ARTICLE IV
OFFICERS
Section 1. Executive Officers The officers of the Corporation shall be a
Chief Executive Officer, a President, a Treasurer, a Secretary, and, if deemed
necessary, expedient or desirable by the Board of Directors, a Chairman of the
Board, a Vice-Chairman of the board, an Executive Vice President, one or more
other Vice Presidents, one or more Assistant Treasurers, one or more Assistant
Secretaries, and such other officers with such titles as the resolution of the
Board of Directors choosing them shall designate. Except as may otherwise be
provided in the resolution of the Board of Directors choosing him, no officer
other than the Chairman or
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Vice-President of the Board, if any, need be a director. Any two or more offices
may be held by the same person.
Section 2. Term Unless otherwise provided in the resolution choosing him,
officers shall hold office until the meeting of the Board held immediately
following the next annual meeting of stockholders and until their successors
have been elected and qualified. A vacancy in any office arising from any cause
may be filled for the unexpired portion of the term by the Board of Directors.
Section 3. Removal Any officer may be removed from office by the Board at
any time with or without cause.
Section 4. Powers All officers of the corporation shall have such
authority and perform such duties in the management and operation of the
corporation as shall be prescribed in the resolutions of the Board of Directors
designating and choosing such officers and prescribing their authority and
duties, and shall have such additional authority and duties as are incident to
their office except to the extent that such resolutions may be inconsistent
therewith. The Secretary or an Assistant Secretary of the corporation shall
record all of the proceedings of all meetings and actions in writing of
stockholders, directors, and committees of directors, and shall exercise such
additional authority and perform such additional duties as the Board shall
assign to him. The Board of Directors may from time to time delegate the powers
or duties of any officer of the Corporation, in the event of his
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absence or failure to act otherwise, to any other officer or director or person
whom they may select.
Section 5. Compensation The compensation of each officer shall be such as
the Board of Directors may from time to time determine.
ARTICLE V
RESIGNATIONS
Any director or officer of the Corporation, or any member of any committee
of the Board of Directors of the Corporation, may resign at any time by giving
written notice to the Board of Directors, the President or the Secretary. Any
such resignation shall take effect at the time specified therein or, if the time
is not specified therein, upon the receipt thereof, irrespective of whether any
such resignation shall have been accepted.
ARTICLE VI
CERTIFICATES REPRESENTING SHARES
Section 1. Form of Certificates Each stockholder shall be entitled to a
certificate or certificates in such form as prescribed by the General
Corporation Law and by any other applicable statute, which certificate shall
represent and certify the number, kind and class of shares owned by him in the
Corporation. The Certificates shall be numbered and registered in the order in
which they are issued and upon issuance the name in which each certificate has
been issued together with the number of shares represented thereby and the date
of issuance shall be
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entered in the stock book of the Corporation by the Secretary or by the transfer
agent of the Corporation. Each Certificate shall be signed by the President and
counter-signed by the Secretary or Treasurer and shall be sealed with the
Corporate Seal or a facsimile thereof. The signature of the officers upon a
certificate may also be facsimiles if the certificate is counter-signed by a
transfer agent or registered by a registrar other than the Corporation itself or
an employee of the Corporation. 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 the certificate is issued, such certificate may be issued by
the Corporation with the same effect as if the officer had not ceased to be such
at the time of its issue.
Section 2. Consideration A certificate representing shares shall not be
issued until the full amount of consideration therefor has been paid to the
Corporation, except if otherwise permitted by Section 156 of the General
Corporation Law.
Section 3. Lost Certificates The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation, alleged to have been lost,
mutilated, stolen or destroyed, upon the making of an affidavit of that fact by
the person so claiming and upon delivery to the Corporation, if the Board of
Directors shall so require, of a bond in such form and with such surety or
sureties as the Board may direct, sufficient in amount to indemnify the
Corporation and its transfer agent against any claim which may be
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made against it or them on account of the alleged loss, destruction, theft or
mutilation of any such certificates or the issuance of any such new certificate.
Section 4. Fractional Share Interests The Corporation may issue
certificates for fractions of a share where necessary to effect transactions
authorized by the General Corporation Law; or it may pay in cash the fair market
value of fractions of a share as of the time when those entitled to receive such
fractions are determined; or it may issue scrip in registered or bearer from
over the manual of facsimile signature of an officer of the Corporation or of
its agents, exchangeable as therein provided for full shares, but such scrip
shall not entitle the holder to any rights of a stockholder except as therein
provided.
Section 5. Share Transfers Upon compliance with provisions restricting the
transferability of shares, if any, transfers of shares of the Corporation shall
be made only on the share record of the Corporation by the registered holder
thereof, or by his duly authorized attorney, upon the surrender of the
certificate or certificates for such shares properly endorsed with payment of
all taxes thereon.
Section 6. Record Date For Stockholders For the purpose of determining the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof or to express consent or dissent from any proposal
without a meeting, or for the purpose of determining the stockholders entitled
to receive payment of any dividend or the allotment of any rights, or for the
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purpose of any other action, the Board of Directors may fix, in advance, a date
as the record date for any such determination of stockholders. Such date shall
not be more than sixty nor less than ten days before the date of any meeting nor
more than sixty days prior to any action taken without a meeting, the payment of
any dividend or the allotment of any rights, or any other action. When a
determination of stockholders of record entitled to notice of or to vote at any
meeting of stockholders has been made as provided in this Section, such
determination shall apply to any adjournment thereof, unless the Board fixes a
new record date under this Section for the adjourned meeting.
Section 7. Stockholders of Record The Corporation shall. be entitled to
treat the holder of record of any share or shares of stock as the holder in fact
thereof and, accordingly, shall not be bound to recognize any equitable or other
claim to or interest in such share on the part of any other person whether or
not it shall have express or other notice thereof, except as otherwise provided
by the laws of the State of Delaware.
ARTICLE VII
STATUTORY NOTICES
The Board of Directors may appoint the Treasurer or any other officer of
the Corporation to cause to be prepared and furnished to stockholders entitled
thereto any special financial notice and/or statement which may be required by
the General Corporation Law or by any other applicable statute.
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ARTICLE VIII
FISCAL YEAR
The fiscal year of the Corporation shall begin the first day of January of
each year. By resolution duly adopted, the Board of Directors may alter such
fiscal year.
ARTICLE IX
CORPORATE SEAL
The Corporate seal shall have inscribed thereon the name of the
Corporation, the year of its incorporation and the words "Corporate Seal" and
"Delaware" and shall be in such form and contain such other words and/or figures
as the Board of Directors shall determine. The Corporate seal may be used by
printing, engraving, lithographing, stamping or otherwise making, placing or
affixing, or causing to be printed, engraved, lithographed, stamped or otherwise
made, placed or affixed, upon any paper or document, by any process whatsoever,
an impression, facsimile or other reproduction of said Corporate seal.
ARTICLE X
BOOKS AND RECORDS
There shall be maintained at the principal office of the Corporation books
of account of all of the Corporation's business and transactions.
There shall be maintained at the office of the Corporation's transfer
agent in New York, a record containing the name and
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addresses of all stockholders, the number and class of shares held by each and
the dates when they respectively became the owners of record thereof.
ARTICLE XI
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES
AND AGENTS
Any person made or threatened to be made a party to an action or
proceeding, whether civil or criminal, by reason of the fact that he, his
testator or intestate, then is or was a director, officer, employee or agent of
the Corporation, or then serves or has served any other corporation in any
capacity at the request of the Corporation, shall be indemnified by the
Corporation against reasonable expenses, judgments, fines and amounts actually
and necessarily incurred in connection with the defense of such action or
proceeding or in connection with an appeal therein, to the fullest extent
permissible by the laws of the State of Delaware. Such right of indemnification
shall not be deemed exclusive of any other rights to which such person may be
entitled.
ARTICLE XII
AMENDMENTS
The stockholders entitled at the time to vote in the election of directors
and the Board of Directors by vote of a majority of the entire Board, shall have
the power to amend or repeal these Bylaws and to adopt new by-laws provided,
however, that any by-law
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adopted, amended or repealed by the Board of Directors may be amended or
repealed by the stockholders entitled to vote thereon as herein provided.
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