EXHIBIT 3.(ii).2
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BYLAWS
OF
SIMPSON MANUFACTURING CO., INC.
ARTICLE I
Registered Office
The initial registered office of the Corporation in Delaware shall
be The Corporation Trust Company, 1209 Orange Street, in the City of
Wilmington, County of New Castle, 19801.
Additional Offices
The Corporation may also have offices at such other places, either
within or without the State of Delaware, as the Board of Directors (the
"Board") may from time to time designate or the business of the Corporation
may require.
ARTICLE II
Stockholders
Section 1. Place of Meetings.
Meetings of the stockholders may be held at any place within or
without the State of Delaware which may be designated by the Board of
Directors. In the absence of any such designation, stockholders' meetings
shall be held at the principal executive office of the Corporation in
California.
Section 2. Annual Meeting.
The annual meeting of the stockholders shall be held at a place
and time designated by the Board of Directors. At each such annual meeting,
the stockholders shall elect the successors to the class of directors whose
term expires at such meeting, and any other business properly brought before
the meeting, in accordance with the provisions of the Certificate of
Incorporation and these Bylaws, may be transacted.
Section 3. Special Meetings.
Special meetings of the stockholders for any purpose or purposes
may be called at any time by the Board of Directors.
Section 4. Notice of Meetings.
Whenever stockholders are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given not less
than ten nor more than sixty days before the date of the meeting to each
stockholder entitled to vote thereat. Such notice shall state the place,
date and hour of the meeting. In the case of a special meeting, such notice
shall specify the general nature of the business to be transacted and no
other business may be transacted at such meeting. In the case of the annual
meeting, the notice shall specify those matters which the Board of
Directors, at the time of the mailing of the notice, intends to present for
action by the stockholders. The notice of any meeting at which directors
are to be elected shall include the names of the nominees intended at the
time of the notice to be presented by the Board for election. Any such
notice shall also state any other matters required by statute.
Notice of a stockholders' meeting or any report shall be given
either personally or by mail or other means of written communication (which
includes, without limitation and wherever used in these Bylaws, telegraphic
and facsimile communication), postage or fees prepaid, addressed to each
stockholder at the address of such stockholder appearing on the books of the
Corporation or given by such stockholder to the Corporation for the purpose
of notice, or, if no such address appears or is given, at the place where
the principal executive office of the Corporation is located, if any, or, if
none, at the place where the principal business office of the Corporation is
located, or by publication at least once in a newspaper of general
circulation in the county in which such office is located. The notice or
report shall be deemed to have been given at the time when delivered
personally or deposited in the mail or sent by other means of written
communication. If any notice or report addressed to a stockholder at the
address of such stockholder appearing on the books of the Corporation is
returned to the Corporation by the United States Postal Service marked to
indicate that the United States Postal Service is unable to deliver the
notice or report to such stockholder at such address, all future notices or
reports shall be deemed to have been duly given without further mailing,
until such stockholder shall have notified the Corporation in writing of
such stockholder's address for the purpose of notice, if the same shall be
available for such stockholder on written demand at such office for a period
of one year from the date of the giving of the notice or report to all other
stockholders.
When a stockholders' 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. If the adjournment is for more than forty-five days or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting. At the adjourned meeting the Corporation
may transact any business which might have been transacted at the original
meeting.
Section 5. Advance Notice of Stockholder Business and Stockholder Nominees.
At an annual meeting of the stockholders, only such business
shall be conducted as shall have been properly brought before the meeting.
Commencing with the annual meeting in the year 2000, to be properly brought
before an annual meeting, business must be (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the
Board of Directors, (b) otherwise properly brought before the meeting by or
at the direction of the Board of Directors, or (c) otherwise properly
brought before the meeting by a stockholder. For business to be properly
brought before an annual meeting by a stockholder, the stockholder must have
given timely notice thereof in writing to the Secretary of the Corporation.
To be timely, a stockholder's notice must be delivered to or mailed and
received at the principal executive offices of the Corporation, not less
than 75 days nor more than 90 days prior to the meeting; provided, however,
that in the event that less than 85 days' notice or prior public disclosure
of the date of the meeting is given or made to stockholders, notice by the
stockholder to be timely must be so received not later than the close of
business on the 10th day following the day on which such notice of the date
of the annual meeting was mailed or such public disclosure was made. A
stockholder's notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting (a) 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, (b) the
name and address, as they appear on the Corporation's books, of the
stockholder proposing such business, (c) the class and number of shares of
the Corporation which are beneficially owned by the stockholder, and (d) any
material interest of the stockholder in such business. Notwithstanding
anything in the Bylaws to the contrary, no business shall be conducted at
any annual meeting except in accordance with the procedures set forth in
this Section 5. The Chairman of the annual meeting shall, if the facts
warrant, determine and declare to the meeting that business was not properly
brought before the meeting and in accordance with the provisions of this
Section 5, and if he should so determine, he shall so declare to the meeting
and any such business not properly brought before the meeting shall not be
transacted.
Commencing with the annual meeting in the year 2000, only
persons who are nominated in accordance with the procedures set forth in
this Section 5 shall be eligible for election as Directors. Nominations of
persons for election to the Board of Directors of the Corporation may be
made at a meeting of stockholders by or at the direction of the Board of
Directors or by any stockholder of the Corporation entitled to vote for the
election of Directors at the meeting who complies with the notice procedures
set forth in this Section 5. Such nominations, other than those made by or
at the direction of the Board of Directors, shall be made pursuant to timely
notice in writing to the Secretary of the Corporation. To be timely, a
stockholder's notice shall be delivered to or mailed and received at the
principal executive offices of the Corporation not less than 75 days nor
more than 90 days prior to the meeting provided, however, that in the event
that less than 85 days' notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the stockholder to be
timely must be so received not later than the close of business on the 10th
day following the day on which such notice of the date of the meeting was
mailed or such public disclosure was made. Such stockholder's notice shall
set forth (a) as to each person whom the stockholder proposed to nominate
for election or re-election a Director, (i) the name, age, business address
and residence address of such person, (ii) the principal occupation or
employment of such person, (iii) the class and number of shares of the
Corporation which are beneficially owned by such person, and (iv) any other
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 Securities
Exchange Act of 1934, as amended (including without limitation such persons'
written consent to being named in the proxy statement as a nominee and to
serving as a Director if elected); and (b) as to the stockholder giving the
notice (i) the name and address, as they appear on the Corporation's books,
of such stockholder and (ii) the class and number of shares of the
Corporation which are beneficially owned by such stockholder. At the
request of the Board of Directors any person nominated by the Board of
Directors for election as a Director shall furnish to the Secretary of the
Corporation that information required to be set forth in a stockholder's
notice of nomination which pertains to the nominee. 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 5. The Chairman of
the meeting shall, if the facts warrant, determine and declare to the
meeting that a nomination was not made in accordance with the procedures
prescribed by the Bylaws, and if he should so determine, he shall so declare
to the meeting and the defective nomination shall be disregarded.
Section 6. Quorum.
The presence of holders of the shares of stock having a majority
of the votes which could be cast by the holders of all outstanding shares of
stock entitled to vote at any meeting, represented in person or by proxy,
shall be necessary and sufficient to constitute a quorum. If a quorum is
present, the affirmative vote of the majority of the votes entitled to be
cast at such meeting, or such greater number of votes as may be required by
these Bylaws or the Certificate of Incorporation (which shares voting
affirmatively also constitute at least a majority of the required quorum),
shall be the act of the stockholders.
The stockholders present at a duly called or held meeting at
which a quorum is present may continue to transact business until
adjournment notwithstanding the withdrawal of enough stockholders to leave
less than a quorum, if any action taken (other than adjournment) is approved
by at least a majority of the shares required to constitute a quorum.
In the absence of a quorum, any meeting of stockholders may be
adjourned from time to time by a majority of the votes entitled to be cast
at such meeting represented either in person or by proxy.
Section 7. Voting Rights.
Except as otherwise provided by law, the Certificate of
Incorporation or these Bylaws, each outstanding share, regardless of class,
shall be entitled to one vote on each matter submitted to a vote of
stockholders. Any holder of shares entitled to vote on any matter, other
than elections to office, may vote part of the shares in favor of the
proposal and refrain from voting the remaining shares or vote them against
the proposal, but, if any stockholder fails to specify the number of shares
such stockholder is voting affirmatively, it will be conclusively presumed
that such stockholder's approving vote is with respect to all shares such
stockholder is entitled to vote.
Every person entitled to vote shares may authorize another
person or persons to act by proxy with respect to such shares. No proxy
shall be valid after the expiration of one year from the date thereof unless
otherwise provided in the proxy. A proxy shall be irrevocable if it states
that it is irrevocable and if and only so long as, it is coupled with an
interest sufficient in law to support an irrevocable proxy. Subject to the
foregoing and to the express terms and conditions of any proxy, every proxy
shall continue in full force and effect until revoked by the person
executing it, which revocation must be prior to the vote. Such revocation
may be effected by a writing delivered to the Corporation stating that the
proxy is revoked or by a subsequent proxy executed by the person executing
the prior proxy and presented to the meeting or, as to any meeting, by
attendance at such meeting and voting in person by the person executing the
proxy. A proxy is not revoked by the death or incapacity of the maker
unless, before the vote is counted, written notice of such death or
incapacity is received by the Corporation.
In any election of Directors, any form of proxy in which the
Directors to be voted on are named therein as candidates and which is marked
by a stockholder "withhold," or otherwise marked in a manner indicating that
the authority to vote for the election of Directors is withheld, shall not
be voted for the election of a Director.
Every stockholder entitled to vote at any election of directors
may cumulate such stockholder's votes and give one candidate a number of
votes equal to the number of directors to be elected multiplied by the
number of votes to which such stockholder's shares are normally entitled, or
distribute such stockholder's votes on the same principle among as many
candidates as such stockholder thinks fit; provided, that no stockholder
shall be entitled so to cumulate votes or cast for any candidate a number of
votes greater than the number of votes which such stockholder normally is
entitled to cast unless such candidate's or candidates' name(s) have been
placed in nomination in accordance with these Bylaws and such stockholder
has given notice in writing to the Secretary of the Corporation of his
intention to cumulate his votes not less than 65 days prior to the meeting.
If proper notice of an intent to cumulate votes has been received by the
Secretary and not withdrawn by the stockholder by the sixtieth (60th) day
preceding the meeting date, the Corporation shall so indicate in the
notice of meeting sent to all stockholders pursuant to Section 4 of this
Article II. If any one stockholder has given such notice, all stockholders
may cumulate their votes for any candidate duly nominated in accordance with
these Bylaws. In any election of directors, the candidates receiving the
highest number of affirmative votes of the shares entitled to be voted for
them up to the number of directors to be elected by such shares are elected;
votes against the directors and votes withheld shall have no legal effect.
Section 8. Determination of Stockholders of Record.
So that the Corporation may determine the stockholders entitled
to notice of or to vote at any meeting or entitled to receive payment of any
dividend or other distribution or allotment of any rights or entitled to
exercise any rights in respect of any other lawful action, the Board of
Directors may fix, in advance, a record date, which shall not precede the
date upon which the resolution fixing the record date is adopted by the
Board of Directors and which record date: (1) in the case of determination
of stockholders entitled to vote at any meeting of stockholders or
adjournment thereof, shall, unless otherwise required by law, not be more
than sixty nor less than ten days before the date of such meeting; and (2)
in the case of any other action, shall not be more than sixty days prior to
such other action.
If no record date is fixed, 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 business day next preceding the day
on which notice is given or, if notice is waived, at the close of business
on the business day next preceding the day on which the meeting is held.
The record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of Directors adopts
the resolution relating thereto, or the sixtieth day prior to the date of
such other action, whichever is later.
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 unless the Board of Directors fixes a new record date for the
adjourned meeting, but the Board of Directors shall fix a new record date if
the meeting is adjourned for more than forty-five days from the date set for
the original meeting.
Stockholders at the close of business on the record date are
entitled to notice and to vote or to receive the dividend, distribution or
allotment of rights or to exercise the rights, as the case may be,
notwithstanding any transfer of any shares on the books of the Corporation
after the record date, except as otherwise provided in the Certificate of
Incorporation or by agreement.
ARTICLE III
Board of Directors
Section 1. Powers and Duties.
Subject to the Delaware General Corporations Law and any
limitations in the Certificate of Incorporation and these Bylaws as to
action to be authorized or approved by the stockholders, the business
affairs of the Corporation shall be managed and all corporate powers shall
be exercised by or under the direction of the Board of Directors.
A director shall perform the duties of a director, including
duties as a member of any committee of the Board of Directors on which a
director may serve, in good faith, in a manner such director believes to be
in the best interests of the Corporation and with such care, including
reasonable inquiry, as an ordinarily prudent person in a like position would
use under similar circumstances.
Section 2. Number.
The authorized number of directors shall be fixed from time to
time by resolution of the Board of Directors, approved by at least a
majority of the Directors then in office.
Section 3. Election and Term.
The Board of Directors (other than those directors elected by
the holders of any series of Preferred Stock voting separately from the
holders of Common Stock in any election of Directors, as may be provided for
or fixed pursuant to the Certificate of Incorporation) shall be divided into
three classes, designated Class I, Class II, and Class III, as nearly equal
in number as possible, and the term of office of directors of one class
shall expire at each annual meeting of stockholders, and in all cases as to
each director until his successor shall be elected or until his earlier
resignation, removal from office, death or incapacity. Additional
directorships resulting from an increase in number of directors shall be
apportioned among the classes as equally as possible. One class of
directors shall be initially elected for a term expiring at the annual
meeting of stockholders to be held in 2000, another class shall be initially
elected for a term expiring at the annual meeting of stockholders to be held
in 2001, and another class shall be initially elected for a term expiring at
the annual meeting of stockholders to be held in 2002. At each succeeding
annual meeting of stockholders, a number of directors equal to the number of
directors of the class whose term expires at the time of such meeting shall
be elected to hold office until the third succeeding annual meeting of
stockholders after their election. Directors, including directors elected
to fill vacancies, shall be elected by the holders of shares empowered to
vote therefor pursuant to the provisions of the Delaware General
Corporations Code and the Certificate of Incorporation.
Section 4. Vacancies.
A vacancy or vacancies in the Board of Directors shall be deemed
to exist in the event of the death, resignation or removal of any director
or in the event of an increase in the authorized number of directors.
Unless otherwise provided in the Certificate of Incorporation or
these Bylaws and except for a vacancy created by the removal of a director,
vacancies on the Board of Directors may be filled by a majority of the
Directors then in office, whether or not less than a quorum, or by a sole
remaining director.
Section 5. Removal of Directors.
Directors may not be removed, except for cause.
Section 6. Meetings.
Immediately following each annual meeting of the stockholders, a
regular meeting of the Board of Directors of the Corporation shall be held
at the place of said annual meeting or such other place as shall have been
designated by the Board of Directors for the purpose of organization,
appointment of officers and the transaction of other business. Other
regular meetings of the Board of Directors shall be held without call on
such date and time and in such place, within or without the State of
Delaware as may be fixed by the Board of Directors; provided, however, that
should any such day fall on a legal holiday, then said meeting shall be held
at the same time on the next day thereafter ensuing which is not a legal
holiday. No notice of regular meetings of the Board of Directors need be
given; provided, that notice of any change in the time or place of any such
regular meeting shall be given to all of the Directors in the same manner as
notice for special meetings of the Board of Directors.
Special meetings of the Board of Directors for any purpose or
purposes may be called at any time by the Chairman of the Board or President
or, if both the Chairman of the Board and the President are absent or are
unable or refuse to act, by any Vice President or by any two directors.
Notice of the time and place of special meetings shall be delivered
personally or by telephone to each Director or sent by first-class mail or
telegram or facsimile transmission, charges prepaid, addressed to such
Director's address as it appears on the records of the Corporation or, if it
is not so shown on the records and is not readily ascertainable, at the
place at which the meetings of the Directors are regularly held. In case
such notice is mailed, it shall be deposited in the United States mail at
least four days prior to the time of the holding of the meeting. In case
such notice is telegraphed or sent by facsimile transmission, it shall be
delivered to a common carrier for transmission to the Director or actually
transmitted by the person giving the notice by electronic means to the
Director at least forty-eight hours prior to the time of the holding of the
meeting. In case such notice is delivered personally or by telephone as
above provided, it shall be so delivered at least twenty-four hours prior to
the time of the holding of the meeting. Any notice given personally or by
telephone may be communicated either to the Director or to a person at the
office of the Director whom the person giving the notice has reason to
believe will promptly communicate it to the Director. Such deposit in the
mail, delivery to a common carrier, transmission by electronic means or
delivery, personally or by telephone, as above provided, shall be due, legal
and personal notice to such Director. The notice need not specify the place
of the meeting if the meeting is to be held at the principal executive
office of the Corporation, if any, or, if none, at the principal business
office of the Corporation in California, and need not specify the purpose of
the meeting.
Notice of a meeting need not be given to any director who signs
a waiver of notice or a consent to holding the meeting or an approval of the
minutes thereof, whether before or after the meeting, or who attends the
meeting without protesting, prior thereto or at its commencement, the lack
of notice to such director. All such waivers, consents and approvals shall
be filed with the corporate records or made a part of the minutes of the
meeting.
A majority of the Directors present, whether or not a quorum is
present, may adjourn any meeting to another time and place. If the meeting
is adjourned for more than twenty-four hours, notice of any adjournment to
another time or place shall be given prior to the time of the adjourned
meeting to the Directors who were not present at the time of the
adjournment.
Meetings of the Board of Directors may be held at any place
within or without the state which has been designated in the notice of the
meeting or, if not stated in the notice or there is no notice, designated in
the Bylaws or by resolution of the Board of Directors.
Members of the Board of Directors may participate in a meeting
through use of conference telephone or similar communications equipment, so
long as all members participating in such meeting can hear one another.
Participation in a meeting pursuant to this section constitutes presence in
person at such meeting.
Section 7. Quorum.
A majority of the authorized number of directors constitutes a
quorum of the Board of Directors for the transaction of business.
Every act or decision done or made by a majority of the
Directors present at a meeting duly held at which a quorum is present is the
act of the Board of Directors, unless otherwise provided by law or unless a
greater number be required by the Certificate of Incorporation or these
Bylaws. A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, if any action
taken is approved by at least a majority of the required quorum for such
meeting.
Section 8. Action Without a Meeting.
Any action required or permitted to be taken by the Board of
Directors may be taken without a meeting, if all members of the Board shall
individually or collectively consent in writing to such action. Such
written consent or consents shall be filed with the minutes of the
proceedings of the Board. Such action by written consent shall have the
same force and effect as a unanimous vote of the Board of Directors.
Section 9. Fees and Compensation.
Directors and members of committees may receive such
compensation, if any, for their services, and such reimbursement for
expenses, as may be fixed or determined by resolution of the Board of
Directors.
Section 10. Committees.
The provisions of this Article III shall also apply, with
necessary changes in points of detail, to committees of the Board of
Directors, if any, and to actions by such committees (except that special
meetings of a committee may be called at any time by any two members of the
committee), unless otherwise provided by these Bylaws or by the resolution
of the Board of Directors designating such committees. For such purpose,
references to "the Board of Directors" shall be deemed to refer to each such
committee and references to "Directors" and "members of the Board" shall be
deemed to refer to members of the committee. Committees of the Board of
Directors may be designated and shall be subject to limitations on their
authority as provided in section 141 of the Delaware General Corporations
Law.
ARTICLE IV
Officers
Section 1. Designation of Officers.
The Board of Directors shall appoint the officers of the
Corporation, including the Chairman of the Board or the President or both,
the Secretary, and the Chief Financial Officer. The Corporation may also
have such other officers as may be appointed by the Board of Directors with
such titles and duties as may be determined by the Board of Directors and as
may be necessary to enable it to sign instruments and share certificates.
If the Board shall name one or more persons as Vice Presidents, the order of
their seniority shall be in the order of their appointment, unless otherwise
specified by the Board of Directors. Any number of offices may be held by
the same person. All officers of the Corporation shall hold office from the
date appointed to the date of the next succeeding regular meeting of the
Board of Directors following the meeting of stockholders at which the Board
of Directors is elected and until their successors are appointed; provided,
that any officers may be removed at any time with or without cause by the
Board of Directors. On the removal, resignation, death or incapacity of any
officer, the Board of Directors may declare such office vacant and fill such
vacancy. Any officer may resign at any time on written notice to the
Corporation without prejudice to the rights, if any, of the Corporation
under any contract to which the officer is a party. The salary and other
compensation of the officers shall be fixed from time to time by resolution
of the Board of Directors.
Section 2. Chairman of the Board.
The Chairman of the Board shall, when present, preside at all
meetings of the Board of Directors, shall preside at all meetings of the
stockholders, shall have authority to execute in the name of the Corporation
bonds, contracts, deeds, leases and other written instruments to be executed
by the Corporation (except where by law the signature of another officer is
required) and shall perform such other duties as the Board of Directors may
prescribe from time to time.
Section 3. President.
Subject to the control of the Board of Directors and to such
supervisory powers, if any, as may be given by the Board of Directors to the
Chairman of the Board, the President shall be the general manager and chief
executive officer of the Corporation, shall have general supervision,
direction and control of the business and officers of the Corporation and
shall perform all the duties customarily incident to that office. In the
absence of the Chairman of the Board or if there be no Chairman of the
Board, the President shall preside at all meetings of the Board of Directors
and of the stockholders and shall perform the duties of and may exercise all
other authority otherwise given to the Chairman of the Board, and shall
perform such other duties as the Board of Directors may prescribe from time
to time.
Section 4. Vice Presidents.
If the Board of Directors shall appoint one or more Vice
Presidents, the Vice Presidents, in the order of their seniority, may assume
and perform the duties of the President in the absence or disability of the
President or whenever the office of President is vacant. The Vice
Presidents shall have such titles, perform such other duties, and have such
other powers as the Board of Directors may prescribe from time to time.
Section 5. Secretary.
The Secretary shall attend all meetings of the stockholders, the
Board of Directors and any committee appointed pursuant to section 9 of
Article III of these Bylaws and shall keep or cause to be kept at the
principal executive office or such other place as the Board of Directors may
order, a minute book of all such meetings, containing all acts and
proceedings thereof, the time and place of holding thereof, whether regular
or special, and, if special, how authorized, the notice thereof given, the
names of those present at directors' or committee meetings and the number of
shares present or represented at stockholders, meetings. The Secretary
shall give notice, in conformity with these Bylaws, of all meetings of the
stockholders, the Board of Directors or any such committee requiring notice.
The Secretary shall keep or cause to be kept at the principal executive
office, if any, or, if none, the principal business office in California, or
at the office of the Corporation's transfer agent a share register or a
duplicate share register showing the names of the stockholders and their
addresses, the number and classes of shares held by each, the number and
date of certificates issued for same, and the number and date of
cancellation of every certificate surrendered for cancellation. The
Secretary shall perform such other duties and have such other powers as the
Board of Directors may prescribe from time to time. The President may
direct any Assistant Secretary to assume and perform the duties of the
Secretary in the absence or disability of the Secretary and each Assistant
Secretary shall perform such other duties and have such other powers as the
Board of Directors may prescribe from time to time.
Section 6. Chief Financial Officer.
The Chief Financial Officer shall keep or cause to be kept the
books of account of the Corporation in a thorough and proper manner, and
shall render statements of the financial affairs of the Corporation in such
form and as often as required by the Board of Directors. The Chief
Financial Officer, subject to the direction of the Board of Directors, shall
have the custody of all funds and securities of the Corporation. The Chief
Financial officer shall perform all other duties customarily incident to
that office and shall perform such other duties and have such other powers
as the Board of Directors may prescribe from time to time. The President
may direct any Deputy Financial Officer to assume and perform the duties of
the Chief Financial Officer in the absence or disability of the Chief
Financial Officer and each Deputy Financial Officer shall perform such other
duties and have such other powers as the Board of Directors may prescribe
from time to time.
ARTICLE V
Execution of Corporate Instruments and Exercise of
Rights Under Securities Owned by the Corporation
Section 1. Execution of Corporate Instruments.
The Board of Directors may, in its discretion, determine the
method and designate the signatory officer or officers or other person or
persons to execute any corporate instrument or document, or to sign the
corporate name without limitation, except where otherwise provided by law,
and such execution or signature shall bind the Corporation.
Unless otherwise required by law, any note, mortgage, evidence
of indebtedness, contract, share certificate, conveyance or other instrument
in writing, and any assignment or endorsement thereof, executed or entered
into between the Corporation and any other person, when signed by the
Chairman of the Board, the President or any Vice President and the
Secretary, any Assistant Secretary, the Chief Financial Officer or any
Deputy Financial Officer of the Corporation, is not invalidated as to the
Corporation by any lack of authority of the signing officers in the absence
of actual knowledge on the part of the other person that the signing
officers had no authority to execute the same.
All checks and drafts drawn on banks or other depositories of
funds to the credit of the Corporation, or in special accounts of the
Corporation, shall be signed by such person or persons as the Board of
Directors shall authorize so to do.
Section 2. Securities Owned by Corporation.
All securities of other corporations or other entities owned or
held by the Corporation for itself, or for other parties in any capacity,
shall be voted, all proxies and other powers with respect thereto shall be
executed, and all rights appurtenant or pursuant thereto shall be exercised
on behalf of the Corporation by the person authorized so to do by resolution
of the Board of Directors, or, in the absence of such authorization, by the
Chairman of the Board, the President or any Vice President.
ARTICLE VI
Shares of Stock
Section 1. Form of Certificates.
Every holder of shares in the Corporation shall be entitled to
have a certificate signed in the name of the Corporation by the Chairman of
the Board, the President or a Vice President, and by the Chief Financial
Officer, a Deputy Financial officer, the Secretary or any Assistant
Secretary, certifying the number and class or series of shares owned by such
stockholder. Any or all of the signatures on any such certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed on a certificate shall have
ceased to be such officer, transfer agent or registrar before such
certificate is issued, the issuance of such certificate by the Corporation
shall have the same effect as if such person were such officer, transfer
agent or registrar at the date of issue.
If the shares of the Corporation are classified or if any class
of shares is divided into two or more series, any certificate representing
such shares shall bear conspicuously on its face, or on the reverse thereof
with conspicuous reference thereto on its face, one of the following: (a) a
statement of the rights, preferences, privileges and restrictions granted to
or imposed on the class or series of shares represented by such certificate
and on the holders thereof; (b) a summary of such rights, preferences,
privileges and restrictions with reference to the provisions of the
Certificate of Incorporation and any Certificate of Determination
establishing the same; or (c) a statement setting forth the office or agency
of the Corporation from which stockholders may obtain, on request and
without charge, a copy of the statement prescribed by clause (a) of this
paragraph.
Each such certificate shall also bear, conspicuously on its face
or on the reverse thereof with conspicuous reference thereto on its face,
any of the following, to the extent applicable: (a) that the shares are
subject to restrictions on transfer; (b) that the shares are assessable or
are not fully paid, including, in the case of partly paid shares, the total
amount of the consideration to be paid therefor and the amount paid thereon;
(c) that the shares are subject to a close corporation voting agreement or
an irrevocable proxy or restrictions on voting rights contractually imposed
by the Corporation; (d) that the shares are redeemable; and (e) that the
shares are convertible and the period for conversion.
When the Certificate of Incorporation is amended in any way
affecting the statements contained in certificates representing outstanding
shares, or it becomes desirable for any reason, in the discretion of the
Board of Directors, to cancel any outstanding certificate representing
shares and issue a new certificate therefor conforming to the rights of the
holder, the Board of Directors may order any holders of outstanding
certificates representing shares to surrender and exchange them for new
certificates within a reasonable time to be fixed by the Board of Directors.
Section 2. Transfer of Shares.
Shares of stock of the Corporation may be transferred in any
manner permitted or provided by law. Before any transfer of stock is
entered on the books of the Corporation, or any new certificate issued
therefor, the outstanding certificate properly endorsed shall be surrendered
and canceled, unless such outstanding certificate has been lost, stolen or
destroyed.
Section 3. Lost Certificates.
The Corporation shall issue a new certificate representing
shares in the place of any certificate theretofore issued by it, alleged to
have been lost, stolen or destroyed; provided, that, prior and as a
condition to the issuance of such new certificate, the Board of Directors
may require the owner of the lost, stolen or destroyed certificate or the
owner's legal representative to give the Corporation a bond (or other
adequate security) sufficient to indemnify it against any claim that may be
made against it (including any expense or liability) on account of the
alleged loss, theft or destruction of any such certificate or the issuance
of such new certificate and may require such owner to furnish to the
Corporation such other affidavits, certificates or other documents as the
Board of Directors may deem necessary or advisable.
Section 4. Electronic Securities Recordation.
Notwithstanding the provisions of sections 1, 2 and 3 of this
Article VI, the Corporation may adopt a system of issuance, recordation and
transfer of its shares by electronic or other means not involving any
issuance of certificates, provided the use of such system by the Corporation
is permitted by and in accordance with applicable law.
ARTICLE VII
Corporate Seal
The corporate seal shall consist of a circular die bearing the
name of the Corporation and the state and date of its incorporation and
shall be kept and used by the Secretary or any Assistant Secretary as the
Secretary may direct. If and when authorized by the Board of Directors, a
duplicate of the corporate seal may be kept and used by such officer or
person as the Board of Directors may designate. Failure to affix the
corporate seal does not affect the validity of any instrument of the
Corporation.
ARTICLE VIII
Amendments
New Bylaws may be adopted or these Bylaws may be amended or
repealed by the affirmative vote or written consent of a majority of the
outstanding shares entitled to vote, except as otherwise provided by law,
the Certificate of Incorporation or these Bylaws. Subject to such right of
the stockholders to adopt, amend or repeal Bylaws, and except as otherwise
provided by law or the Certificate of Incorporation, Bylaws may be adopted,
amended or repealed by the Board of Directors.
ARTICLE IX
Indemnification of Agents
The Corporation shall indemnify each Corporate Servant (as
hereinafter defined) to the maximum extent that the Corporation is permitted
or empowered to do so under section 145 of the Delaware General Corporations
Law. In addition, the Corporation shall indemnify any person who is or was
a director or officer of the Corporation or is or was serving at the request
of the Corporation as a director or officer of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise, or was a
director or officer of a foreign or a domestic corporation which was a
predecessor corporation of the Corporation or of another enterprise at the
request of such predecessor corporation, and the Corporation shall hold such
director or officer harmless, from and against any and all claims,
liabilities, damages and expenses suffered or incurred by such director or
officer as a result of or in connection with any act or omission or
transaction of such director or officer in his or her capacity as such
director or officer; provided that no such director or officer shall be
indemnified by the Corporation for any acts or omissions or transactions
from which a director may not be relieved of liability pursuant to the
Delaware General Corporations Law, or for any acts, omissions or
transactions for which indemnity is expressly prohibited thereby.
As used in this Article IX, "Corporate Servant" shall mean any
natural person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, manager, partner, trustee, employee or agent of another
foreign or domestic corporation, partnership, joint venture, trust or other
organization or enterprise, nonprofit or otherwise, including an employee
benefit plan.