Exhibit 3.04
BYLAWS
OF
FSC SEMICONDUCTOR CORPORATION
ARTICLE I
STOCKHOLDERS
1.1 Meetings.
1.1.1 Place. Meetings of the stockholders shall be held at such place
as may be designated by the board of directors.
1.1.2 Annual Meeting. An annual meeting of the stockholders for the
election of directors and for other business shall be held on such date and
at such time as may be fixed by the board of directors.
1.1.3 Special Meetings. Special meetings of the stockholders may be
called at any time by the president, or the board of directors, or the
holders of a majority of the outstanding shares of stock of the Company
entitled to vote at the meeting.
1.1.4 Quorum. The presence, in person or by proxy, of the holders of a
majority of the outstanding shares of stock of the Company entitled to vote
on a particular matter shall constitute a quorum for the purpose of
considering such matter.
1.1.5 Voting Rights. Except as otherwise provided herein, in the
certificate of incorporation or by law, every stockholder shall have the
right at every meeting of stockholders to one vote for every share standing
in the name of such stockholder on the books of the Company which is entitled
to vote at such meeting. Every stockholder may vote either in person or by
proxy.
ARTICLE II
DIRECTORS
2.1 Number and Term. The board of directors shall have authority to (i)
determine the number of directors to constitute the board and (ii) fix the
terms of office of the directors.
2.2 Meetings.
2.2.1 Place. Meetings of the board of directors shall be held at such
place as may be designated by the board or in the notice of the meeting.
2.2.2 Regular Meetings. Regular meetings of the board of directors
shall be held at such times as the board may designate. Notice of regular
meetings need not be given.
2.2.3 Special Meetings. Special meetings of the board may be called by
direction of the president or any two members of the board on three days'
notice to each director, either personally or by mail, telegram or facsimile
transmission.
2.2.4 Quorum. A majority of all the directors in office shall
constitute a quorum for the transaction of business at any meeting.
2.2.5 Voting. Except as otherwise provided herein, in the certificate
of incorporation or by law, the vote of a majority of the directors present
at any meeting at which a quorum is present shall constitute the act of the
board of directors.
2.2.6 Committees. The board of directors may, by resolution adopted by
a majority of the whole board, designate one or more committees, each
committee to consist of one or more directors and such alternate members
(also directors) as may be designated by the board. Unless otherwise
provided herein, in the absence or disqualification of any member of a
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another director to act at the meeting in the
place of any such absent or disqualified member. Except as otherwise
provided herein, in the certificate of incorporation or by law, any such
committee shall have and may exercise the powers of the full board of
directors to the extent provided in the resolution of the board directing the
committee.
ARTICLE III
OFFICERS
3.1 Election. At its first meeting after each annual meeting of the
stockholders, the board of directors shall elect a president, treasurer,
secretary and such other officers as it deems advisable.
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3.2 Authority, Duties and Compensation. The officers shall have such
authority, perform such duties and serve for such compensation as may be
determined by resolution of the board of directors. Except as otherwise
provided by board resolution, (i) the president shall be the chief executive
officer of the Company, shall have general supervision over the business and
operations of the Company, may perform any act and execute any instrument for
the conduct of such business and operations and shall preside at all meetings
of the board and stockholders, (ii) the other officers shall have the duties
customarily related to their respective offices, and (iii) any vice
president, or vice presidents in the order determined by the board, shall in
the absence of the president have the authority and perform the duties of the
president.
ARTICLE IV
INDEMNIFICATION
4.1 Right to Indemnification. The Company shall indemnify any person who
was or is party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "proceeding"), by reason of the fact that
such person is or was a director or officer of the Company or a constituent
corporation absorbed in a consolidation or merger, or is or was serving at
the request of the Company or a constituent corporation absorbed in a
consolidation or merger, as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, or is or was a
director or officer of the Company serving at its request as an
administrator, trustee or other fiduciary of one or more of the employee
benefit plans of the Company or other enterprise, against expenses (including
attorneys' fees), liability and loss actually and reasonably incurred or
suffered by such person in connection with such proceeding, whether or not
the indemnified liability arises or arose from any threatened, pending or
completed proceeding by or in the right of the Company, except to the extent
that such indemnification is prohibited by applicable law.
4.2 Advance of Expenses. Expenses incurred by a director or officer of the
Company in defending a proceeding shall be paid by the Company in advance of
the final disposition of such proceeding subject to the provisions of any
applicable statute.
4.3 Procedure for Determining Permissibility. To determine whether any
indemnification or advance of expenses under this Article IV is permissible,
the board of directors by a majority
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vote of a quorum consisting of directors not parties to such proceeding may,
and on request of any person seeking indemnification or advance of expenses
shall be required to, determine in each case whether the applicable standards
in any applicable statute have been met, or such determination shall be made
by independent legal counsel if such quorum is not obtainable, or, even if
obtainable, a majority vote of a quorum of disinterested directors so
directs, provided that, if there has been a change in control of the Company
between the time of the action or failure to act giving rise to the claim for
indemnification or advance of expenses and the time such claim is made, at
the option of the person seeking indemnification or advance of expenses, the
permissibility of indemnification or advance of expenses shall be determined
by independent legal counsel. The reasonable expenses of any director or
officer in prosecuting a successful claim for indemnification, and the fees
and expenses of any special legal counsel engaged to determine permissibility
of indemnification or advance of expenses, shall be borne by the Company.
4.4 Contractual Obligation. The obligations of the Company to indemnify a
director or officer under this Article IV, including the duty to advance
expenses, shall be considered a contract between the Company and such
director or officer, and no modification or repeal of any provision of this
Article IV shall affect, to the detriment of the director or officer, such
obligations of the Company in connection with a claim based on any act or
failure to act occurring before such modification or repeal.
4.5 Indemnification Not Exclusive; Inuring of Benefit. The indemnification
and advance of expenses provided by this Article IV shall not be deemed
exclusive of any other right to which one indemnified may be entitled under
any statute, provision of the Certificate of Incorporation, these bylaws,
agreement, vote of stockholders or disinterested directors or otherwise, both
as to action in such person's official capacity and as to action in another
capacity while holding such office, and shall inure to the benefit of the
heirs, executors and administrators of any such person.
4.6 Insurance and Other Indemnification. The board of directors
shall have the power to (i) authorize the Company to purchase and
maintain, at the Company's expense, insurance on behalf of the
Company and on behalf of others to the extent that power to do so
has not been prohibited by statute, (ii) create any fund of any
nature, whether or not under the control of a trustee, or
otherwise secure any of its indemnification obligations, and
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(iii) give other indemnification to the extent permitted by statute.
ARTICLE V
TRANSFER OF SHARE CERTIFICATES
Transfers of share certificates and the shares represented thereby shall
be made on the books of the Company only by the registered holder or by duly
authorized attorney. Transfers shall be made only on surrender of the share
certificate or certificates.
ARTICLE VI
AMENDMENTS
These bylaws may be amended or repealed at any regular or special
meeting of the board of directors by vote of a majority of all directors in
office or at any annual or special meeting of stockholders by vote of holders
of a majority of the outstanding stock entitled to vote. Notice of any such
annual or special meeting of stockholders shall set forth the proposed change
or a summary thereof.
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