EXHIBIT 3.02
BYLAWS
OF
FALCON BUILDING PRODUCTS, INC.
ARTICLE I
OFFICES
The Corporation shall continuously maintain in the State of Delaware a
registered office and a registered agent whose business office is identical with
such registered office, and may have other offices within or without the State.
ARTICLE II
STOCKHOLDERS
SECTION 1. ANNUAL MEETING. An annual meeting of the stockholders shall be
held each year at such time as the Board of Directors may designate for the
purpose of electing directors and for the transaction of such other business as
may come before the meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the stockholders may be
called by or at the request of the President or by the Secretary at the request
of a majority of the Board of Directors or the holders of not less than 25% of
all the outstanding shares of the Corporation entitled to vote, for the purpose
or purposes stated in the call of the meeting.
SECTION 3. PLACE OF MEETING. The Board of Directors may designate any
place, either within or without the State of Illinois, as the place of meeting
for any annual meeting or for any special meeting of stockholders.
SECTION 4. NOTICE OF MEETINGS. Written notice stating the place, date
and hour of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than
ten (10) nor more than sixty (60) days before the date of the meeting, or in
the case of a merger or consolidation, or sale, lease or exchange of all or
substantially all of the Corporation's assets, not less than twenty (20) nor
more than sixty (60) days before the date of the meeting, either personally
or by mail, by or at the direction of the President or the Secretary to each
stockholder of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United States
mail addressed to the stockholder at his or her address as it appears on the
records of
the Corporation, with postage thereon prepaid. When a meeting is adjourned
to another time or place, notice need not be given of the adjourned meeting
if the time and place thereof are announced at the meeting at which the
adjournment is taken.
SECTION 5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For the
purpose of determining the stockholders entitled to notice of or to vote at any
meeting of stockholders, or stockholders entitled to receive payment of any
dividend, or in order to make a determination of stockholders for any other
proper purpose, the Board of Directors may fix in advance a date as the record
date for any such determination of stockholders, such date in any case to be not
more than sixty (60) days and for a meeting of stockholders, not less than ten
(10) days, or in the case of a merger or consolidation, or sale, lease or
exchange of all or substantially all of its assets, not less than twenty (20)
days before the date of such meeting. If no record date is fixed for the
determination of stockholders entitled to notice of or to vote at a meeting of
stockholders, or stockholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of stockholders.
When a determination of stockholders entitled to vote at any meeting of
stockholders has been made as provided in this Section 5, such determination
shall apply to any adjournment thereof.
SECTION 6. VOTING LISTS. The officer or agent having charge of the
transfer book for shares of the Corporation shall make, within ten (10) days
before any meeting of stockholders, a complete list of the stockholders entitled
to vote at such meeting, arranged in alphabetical order, with the address of and
the number of shares registered in the name of each stockholder. Such list
shall be kept on file at a place within the city where the meeting is to be held
for a period of ten (10) days prior to the meeting and shall be subject to
inspection by any stockholder, and to copying at the stockholder's expense, for
any purpose germane to the meeting, at any time during usual business hours.
Such list shall also be produced and kept open at the time and place of the
meeting and shall be subject to the inspection of any stockholder during the
whole time of the meeting.
SECTION 7. QUORUM. The holders of a majority of the outstanding shares of
the Corporation entitled to vote on a matter, represented in person or by proxy,
shall constitute a quorum for consideration of such matter at any meeting of
stockholders; provided that if less than a majority of the outstanding shares
are represented at said meeting, a majority of the shares so represented may
adjourn the meeting at any time without further notice. If a quorum is present,
the affirmative vote of the majority of the shares represented at the meeting
shall be the act
2
of the stockholders, unless the vote of a greater number or voting by classes
is required by the General Corporation Law of the State of Delaware (as now
in effect or as amended from time to time, the "Act"), the Restated
Certificate of Incorporation or these bylaws. At any adjourned meeting at
which a quorum shall be present, any business may be transacted which might
have been transacted at the original meeting. Withdrawal of stockholders
from any meeting shall not cause failure of a duly constituted quorum at that
meeting.
SECTION 8. PROXIES. At all meetings of stockholders, a stockholder may
vote by proxy executed in writing by the stockholder or by his or her duly
authorized attorney-in-fact. Such proxy shall be filed with the Secretary of
the Corporation before or at the time of the meeting.
SECTION 9. VOTING OF SHARES. Unless otherwise provided in the Restated
Certificate of Incorporation, each outstanding share shall be entitled to one
(1) vote upon each matter submitted to vote at a meeting of stockholders.
ARTICLE III
DIRECTORS
SECTION 1. GENERAL POWERS. The business of the Corporation shall be
managed by or under the direction of its Board of Directors.
SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of
the Corporation shall not be less than five (5) nor more than fifteen (15) and
shall be determined by resolution of the Board of Directors. Each director
shall hold office until the next annual meeting of stockholders and until his or
her successor has been elected and qualified or until his or her earlier
resignation or removal.
SECTION 3. REGULAR MEETINGS. An annual meeting of the Board of Directors
shall be held without other notice than this bylaw immediately after the annual
meeting of stockholders. The Board of Directors may fix the time and place for
holding of additional regular meetings without notice.
SECTION 4. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of the President or by the Secretary at the
request of a majority of the Board of Directors. The President may fix any
place as the place for holding any special meeting of the Board of Directors.
3
SECTION 5. NOTICE. Notice of any special meeting shall be given at least
one (1) business day previous thereto by written notice or telephonically (if
confirmed promptly in writing) to each director at his or her business address.
If mailed, such notice shall be deemed to be delivered three (3) days after
deposited in the United States mail so addressed, with postage thereon prepaid.
The attendance of a director at any meeting shall constitute a waiver of notice
of such meeting, except where a director attends a meeting for the express
purpose of objecting to the transaction of any business because the meeting is
not lawfully called or convened. Neither the business to be transacted at, nor
the purpose of, any regular or special meeting of the Board of Directors need be
specified in the notice or waiver of notice of such meeting.
SECTION 6. QUORUM. Unless otherwise provided in the Restated Certificate
of Incorporation, a majority of the number of directors fixed by these bylaws
shall constitute a quorum for transaction of business at any meeting of the
Board of Directors, provided that if less than a majority of such number of
directors are present at such meeting, a majority of the directors present may
adjourn the meeting at any time without further notice.
SECTION 7. MANNER OF ACTING. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors, unless the act of a greater number is required by the Act, the
Restated Certificate of Incorporation or these bylaws.
SECTION 8. PRESUMPTION OF ASSENT. A director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be conclusively presumed to have assented to the action
taken unless his or her dissent shall be entered in the minutes of the meeting
or unless he or she shall file his or her written dissent to such action with
the person acting as the secretary of the meeting before the adjournment thereof
or shall forward such dissent by registered or certified mail to the Secretary
of the Corporation immediately after the adjournment of the meeting. Such right
to dissent shall not apply to a director who voted in favor of such action.
SECTION 9. RESIGNATION OF DIRECTORS. A director may resign at any time
upon written notice to the Board of Directors, its chairman, if any, or to the
President or Secretary.
SECTION 10. VACANCIES. Unless otherwise provided in the Restated
Certificate of Incorporation, any vacancy on the Board of Directors and any
directorship to be filled by reason of an increase in the number of directors
may be filled by election at the next annual or special meeting of stockholders
or by a majority of the Board of Directors prior to such annual or special
meeting of stockholders.
4
SECTION 11. REMOVAL OF DIRECTORS. One or more of the directors may be
removed, with or without cause, at a meeting of stockholders by the affirmative
vote of the holders of a majority of the outstanding shares then entitled to
vote at an election of directors, except that no director shall be removed at a
meeting of stockholders unless the notice of such meeting shall state that a
purpose of the meeting is to vote upon the removal of one or more directors
named in the notice, and then only the named director or directors may be
removed at such meeting. If a director has been elected by a class or series of
shares, he or she may be removed only by the stockholders of that class or
series.
SECTION 12. TELEPHONE MEETINGS. Members of the Board of Directors or of
any committee of the Board of Directors may participate in and act at any
meeting of the Board or such committee through the use of a conference telephone
or other communications equipment by means of which all persons participating in
the meeting can hear each other. Participation in such meeting shall constitute
attendance and presence in person at the meeting of the person or persons so
participating.
SECTION 13. INFORMAL ACTION BY DIRECTORS. Any action required to be taken
at a meeting of the Board of Directors, or any other action which may be taken
at a meeting of the Board of Directors, or of any committee thereof, may be
taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all the directors entitled to vote with respect to the
subject matter thereof, or by all the members of such committee, as the case may
be. Any such consent signed by all the directors or all the members of the
committee shall have the same effect as a unanimous vote, and may be stated as
such in any document filed with the Secretary of State or with anyone else.
SECTION 14. COMMITTEES. A majority of the Board of Directors may by
resolution create one or more committees and appoint members of the Board to
serve on any one or more of
such committees. Each committee shall have two or more members who shall serve
at the pleasure of the Board. A majority of any committee shall constitute a
quorum and a majority of a quorum shall be necessary for committee action. Each
committee, to the extent provided by the Board of Directors in such resolution,
shall have and exercise all of the authority of the Board of Directors in the
management of the Corporation, subject to any restriction contained in the Act.
Vacancies in the membership of any committee shall be filled by the Board of
Directors. Each committee shall keep regular minutes of its proceedings and
report the same to the Board when requested. A committee may act by unanimous
consent in writing without a meeting and, subject to action by the Board of
Directors, each
5
committee, by a majority vote of its members, shall determine the time and
place of meetings and the notice therefor.
SECTION 15. COMPENSATION. The Board of Directors, by the affirmative vote
of a majority of directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all directors for services to the Corporation as directors,
officers or otherwise, notwithstanding any director conflict of interest. By
resolution of the Board of Directors, the directors may be paid their expenses,
if any, of attendance at each meeting of the Board. No such payment previously
mentioned in this Section 15 shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.
ARTICLE IV
OFFICERS
SECTION 1. NUMBER. The officers of the Corporation shall be a President,
one or more Vice-Presidents, a Treasurer, a Secretary, and such Assistant
Treasurers, Assistant Secretaries and other officers as may be elected or
appointed by the Board of Directors. Any two or more offices may be held by the
same person.
SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation
shall be elected or appointed annually by the Board of Directors at the annual
meeting of the Board of Directors. Vacancies may be filled or new offices
created and filled at any meeting of the Board of Directors. Each officer shall
hold office until his successor has been duly elected and qualified or until his
or her earlier resignation or removal. Election of an officer shall not of
itself create contract rights. Any officer may resign at any time by giving
notice to the Board of Directors or to the President or the Secretary. A
resignation of an officer need not be accepted in order to be effective.
SECTION 3. REMOVAL. Any officer elected or appointed by the Board of
Directors may be removed by the Board of Directors whenever in its judgment the
best interest of the Corporation would be served thereby, but such removal shall
be without prejudice to the contract rights, if any, of the person so removed.
SECTION 4. PRESIDENT. The President shall be the principal executive
officer of the Corporation. Subject to the direction and control of the Board
of Directors, he/she shall, in general: supervise and control the business
and affairs of the Corporation; see that the resolutions and directions of
the Board of Directors are carried into effect except in those instances in
which that responsibility is specifically assigned to some other person by
the
6
Board of Directors; and discharge all duties incident to the office of
President and such other duties as may be prescribed by the Board of
Directors from time to time. He/she shall preside at all meetings of the
stockholders and of the Board of Directors if no Chairman of the Board is
elected by the Board of Directors. Except in those instances in which the
authority to execute is expressly delegated to another officer or agent of
the Corporation or a different mode of execution is expressly prescribed by
the Board of Directors or these bylaws, he/she may execute for the
Corporation certificates for its shares, and any contracts, deeds, mortgages,
bonds, or other instruments which the Board of Directors has authorized to be
executed, and he/she may accomplish such execution either under or without
the seal of the Corporation and either individually or with the Secretary,
any Assistant Secretary, or any other officer thereunto authorized by the
Board of Directors, according to the requirements of the form of the
instrument. He/she may vote all securities which the Corporation is entitled
to vote except as and to the extent such authority shall be vested in a
different officer or agent of the Corporation by the Board of Directors.
SECTION 5. VICE PRESIDENT. The Vice President (or in the event there be
more than one Vice President, each of the Vice Presidents) shall assist the
President in the discharge of his/her duties as the President may direct and
shall perform such other duties as from time to time may be assigned to him/her
by the President or by the Board of Directors. In the absence of the President
or in the event of his/her inability or refusal to act, the Vice President (or
in the event there be more than one Vice President, the Vice Presidents in the
order designated by the Board of Directors, or by the President if the Board of
Directors has not made such a designation, or in the absence of any designation,
then in the order of seniority of tenure as Vice President) shall perform the
duties of the President, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the President. Except in those instances
in which the authority to execute is expressly delegated to another officer or
agent of the Corporation or a different mode of execution is expressly
prescribed by the Board of Directors or these bylaws, the Vice President (or
each of them if there are more than one) may execute for the Corporation
certificates for its shares and any contracts, deeds, mortgages, bonds or other
instruments which the Board of Directors has authorized to be executed, and
he/she may accomplish such execution either under or without the seal of the
Corporation and either individually or with the Secretary, any Assistant
Secretary, or any other officer thereunto authorized by the Board of Directors,
according to the requirements of the form of the instrument, except when a
different mode of execution is expressly prescribed by the Board of Directors or
these bylaws.
7
SECTION 6. THE TREASURER. The Treasurer shall: (a) have charge of and be
responsible for the maintenance of adequate books of account for the
Corporation; (b) have charge and custody of all funds and securities of the
Corporation, and be responsible therefor and for the receipt and disbursement
thereof; and (c) perform all the duties incident to the office of treasurer and
such other duties as from time to time may be assigned to him by the President
or by the Board of Directors. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his or her duties in
such sum and with such surety or sureties as the Board of Directors may
determine.
SECTION 7. THE SECRETARY. The Secretary shall: (a) record the minutes of
the stockholders' and of the Board of Directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these bylaws; (c) be custodian of the corporate records
and of the seal of the Corporation; (d) keep a register of the post-office
address of each stockholder which shall be furnished to the Secretary by such
stockholder; (e) sign, with the President or a Vice President or any other
officer thereunto authorized by the Board of Directors, certificates for shares
of the Corporation, the issue of which shall have been authorized by the Board
of Directors, and any contracts, deeds, mortgages, bonds or other instruments
which the Board of Directors has authorized to be executed, according to the
requirements of the form of the instrument, except when a different mode of
execution is expressly prescribed by the Board of Directors or these bylaws; (f)
have general charge of the stock transfer books of the Corporation; (g) have
authority to certify the bylaws, resolutions of the stockholders and Board of
Directors and committees thereof, and other documents of the Corporation as true
and correct copies thereof; and (h) perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him/her
by the President or by the Board of Directors.
SECTION 8. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The Assistant
Treasurers and Assistant Secretaries shall perform such duties as shall be
assigned to them by the Treasurer or the Secretary, respectively, or by the
President or the Board of Directors. The Assistant Secretaries may sign with
the President, a Vice President or any other officer thereunto authorized by the
Board of Directors certificates for shares of the Corporation the issue of which
shall have been authorized by the Board of Directors, and any contracts, deeds,
mortgages, bonds or other instruments which the Board of Directors has
authorized to be executed, according to the requirements of the form of the
instrument, except when a different mode of execution is expressly prescribed by
the Board of Directors or these bylaws. The Assistant Treasurers shall, if
required by the Board of Directors,
8
give bonds for the faithful discharge of their duties in such sums and with
such sureties as the Board of Directors shall determine.
SECTION 9. SALARIES. The salaries of the officers shall be fixed from
time to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he or she is also a director of
the Corporation.
ARTICLE V
NOMINATION OF DIRECTORS AND PRESENTATION
OF BUSINESS AT STOCKHOLDER MEETINGS
SECTION 1. GENERAL. Only such persons who are nominated in accordance
with the procedures set forth in this Article V shall be eligible to serve as
directors and only such business as shall have been brought before the meeting
in accordance with the procedures set forth in this Article V shall be conducted
at a meeting of stockholders.
SECTION 2. NOMINATIONS AND PROPOSALS AT STOCKHOLDER MEETINGS.
Nominations of persons for election to the Board of Directors and the
proposal of business to be considered by the stockholders may be made at a
meeting of stockholders (a) by or at the direction of the Board of Directors
or (b) by any stockholder who is a stockholder of record at the time of the
giving of notice provided for in this Article V, who is entitled to vote at
the meeting of stockholders and who complies with the notice procedures set
forth in Section 3.
SECTION 3. NOTICE PROCEDURES
(a) For nominations or other business to be properly brought by a
stockholder before an annual meeting of stockholders pursuant to subsection (b)
of Section 2 of this Article V, the stockholder must have given timely notice
thereof in writing to the Secretary. To be timely, a stockholder's notice shall
be delivered to the Secretary at the principal executive offices of the
Corporation not less than 120 days nor more than 150 days prior to the date of
the Corporation's proxy statement regarding the preceding year's annual meeting;
PROVIDED, HOWEVER, that in the event that the date of the annual meeting is
advanced or delayed by more than 30 days from the date of the preceding year's
annual meeting, notice by the stockholder must be so delivered not less than 120
days nor more than 150 days prior to the date of the current year's annual
meeting.
(b) For nominations to be properly brought by a stockholder before a
special meeting of stockholders pursuant to subsection (b) of Section 2 of this
Article V, the stockholder must have given
9
timely notice thereof in writing to the Secretary. To be timely, a
stockholder's notice shall be delivered to the Secretary at the principal
executive offices of the Corporation not earlier than the 90th day prior to
such special meeting and not later than the close of business on the later of
(i) the 60th day prior to such special meeting or (ii) the 10th day following
the day on which public announcement is first made of the date of the special
meeting.
(c) For purposes of this Article V, "public announcement" shall mean
disclosure 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 Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
(d) Each stockholder's notice shall set forth, (1) as to each person whom
the stockholder proposes to nominate for election or reelection as a director,
all information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Exchange Act (including such
person's written consent to being named in the proxy statement as a nominee and
to serving as a director if elected); (ii) as to any other business that the
stockholder proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the reasons for conducting
such business at the meeting and any material interest in such business of such
stockholder and the beneficial owner, if any, on whose behalf the proposal is
made; (iii) as to the stockholder giving the notice and the beneficial owner, if
any, on whose behalf the nomination or proposal is made, (1) the name and
address of such stockholder as they appear on the Corporation's books, and of
such beneficial owner, and (2) the class and number of shares of stock of the
Corporation that are owned beneficially and of record by such stockholder and
such beneficial owner.
SECTION 4. DETERMINATION OF COMPLIANCE. The Chairman of the meeting of
stockholders shall have the power and duty to determine whether a nomination or
any business proposed to be brought before the meeting was made in accordance
with the procedures set forth in this Article V and, if any proposed nomination
or business is not in compliance with this Article V, to declare that such
defective nominations or proposal shall be disregarded.
SECTION 5. LIMITATIONS. Notwithstanding the foregoing provisions of this
Article V, (a) if any class or series of stock has the right, voting separately
by class or series, to elect directors at an annual or special meeting of
stockholders, such directors shall be nominated and elected in accordance with
the provisions of this Article V and pursuant to the terms of such
10
class or series of stock; and (b) a stockholder shall also comply with all
applicable requirements of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth in this Article V. Nothing
in this Article V shall be deemed to affect any rights of stockholders to
request inclusion of proposals in the Corporation's proxy statement pursuant
to Rule 14a-8 under the Exchange Act.
ARTICLE VI
INDEMNIFICATION
Each person who at any time is or shall have been a director, officer,
employee or agent of this Corporation, or is or shall have been serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall be
indemnified by the Corporation and shall be entitled to advancement of expenses
by the Corporation in accordance with and to the full extent permitted by the
Act. The foregoing right of indemnification and advancement of expenses shall
not be deemed exclusive of any other rights to which a person seeking
indemnification may be entitled under any bylaw, agreement, vote of stockholders
or disinterested directors or otherwise. If authorized by the Board of
Directors, the Corporation may purchase and maintain insurance on behalf of any
person to the full extent permitted by the Act.
ARTICLE VII
SHARES AND THEIR TRANSFER
SECTION 1. SHARES REPRESENTED BY CERTIFICATES AND UNCERTIFICATED
SHARES. The issued shares of the Corporation shall be represented by
certificates or shall be uncertificated shares.
Certificates representing shares of the Corporation shall be signed by
the appropriate officers and may be sealed with the seal or a facsimile of
the seal of the Corporation. If a certificate is countersigned by a transfer
agent or registrar, other than the Corporation or its employee, any other
signatures may be facsimile. Each certificate representing shares shall be
consecutively numbered or otherwise identified, and shall also state the name
of the person to whom issued, the number and class of shares (with
designation of series, if any), the date of issue, and that the Corporation
is organized under Delaware law. If the Corporation is authorized to issue
shares of more than one class or of series within a class, the certificate
shall also contain such information or statement as may be required by the
Act.
11
Unless prohibited by the Restated Certificate of Incorporation, the Board
of Directors may provide by resolution that some or all of any class or series
of shares shall be uncertificated shares. Any such resolution shall not apply
to shares represented by a certificate until the certificate has been
surrendered to the Corporation. Within a reasonable time after the issuance or
transfer of uncertificated shares, the Corporation shall send the registered
owner thereof a written notice of all information that would appear on a
certificate. Except as otherwise expressly provided by law, the rights and
obligations of the holders of uncertificated shares shall be as identical to
those of the holders of certificates representing shares of the same class and
series.
The name and address of each stockholder, the number and class of shares
held and the date on which the shares were issued shall be entered on the books
of the Corporation. The person in whose name shares stand on the books of the
Corporation shall be deemed the owner thereof for all purposes as regards the
Corporation.
SECTION 2. TRANSFER OF SHARES. Transfer of shares of the Corporation
shall be recorded on the books of the Corporation. Transfer of shares
represented by a certificate, except in the case of a lost or destroyed
certificate, shall be made upon surrender for cancellation of the certificate
for such shares. A certificate presented for transfer must be duly endorsed and
accompanied by proper guaranty of signature and other appropriate assurances
that the endorsement is effective. Transfer of an uncertificated share shall be
made on receipt by the Corporation of an instruction from the registered owner
or other appropriate person. The instruction shall be in writing or a
communication in such form as may be agreed upon in writing by the Corporation.
SECTION 3. REPLACEMENT. In case of the loss, destruction, mutilation or
theft of a certificate for any stock of the Corporation, a new certificate of
stock or uncertificated shares in place of any certificate therefor issued by
the Corporation may be issued upon satisfactory proof of such loss, destruction,
mutilation or theft and upon such terms as the Board of Directors may prescribe.
The Board of Directors may in its discretion require the owner of the lost,
destroyed, mutilated or stolen certificate, or his legal representative, to give
the Corporation a bond, in such sum and in such form and with such surety or
sureties as it may direct, and/or to indemnify the Corporation against any claim
that may be made against it with respect to the certificate alleged to have been
lost, destroyed, mutilated or stolen.
12
ARTICLE VIII
GENERAL
SECTION 1. FISCAL YEAR. The fiscal year of the Corporation shall be fixed
by resolution of the Board of Directors.
SECTION 2. SEAL. The corporate seal shall have inscribed thereon the
name of the Corporation and the words "Corporate Seal, Delaware." The seal
may be used by causing it or a facsimile thereof to be impressed or affixed
or in any other manner reproduced, provided that the affixing of the
corporate seal to an instrument shall not give the instrument additional
force or effect or change the construction thereof, and the use of the
corporate seal is not mandatory.
SECTION 3. CONTRACTS. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances.
SECTION 4. WAIVER OF NOTICE. Whenever any notice is required to be given
under the provisions of the Act, the Restated Certificate of Incorporation or
these bylaws, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice. Attendance at any meeting
shall constitute waiver of notice thereof unless the person at the meeting
objects to the holding of the meeting because proper notice was not given.
ARTICLE IX
AMENDMENTS
Unless otherwise provided in the Restated Certificate of Incorporation,
these bylaws may be made, altered, amended or repealed by the stockholders or
the Board of Directors, but no bylaw adopted by the stockholders may be altered,
amended or repealed by the Board of Directors.
13