Exhibit 3.8
BY-LAWS
OF
CORCOM, INC.
ARTICLE I
OFFICES
The principal office of the corporation in the State of
Illinois shall be located in Chicago, Illinois or without the State of Illinois,
as the business of the corporation may require from time to time.
The registered office of the corporation required by the
Business Corporation Act to be maintained in the State of Illinois may be, but
need not be, identical with the principal office in the State of Illinois, and
the address of the registered office may be changed from time to time by the
board of directors.
ARTICLE II
SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders shall be held the 31st day of December or at such date and 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. If the day fixed for the annual meeting shall be a legal holiday, such
meeting shall be held on the next succeeding business day.
SECTION 2. SPECIAL MEETING. Special meetings of the
shareholders, other than those regulated by statute may be called either by the
president, a majority of the board of directors or by the holders of not less
than twenty percent (20%) of all the outstanding shares of stock 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, or a
Waiver of Notice signed by all of the shareholders, 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 the shareholders. If no designation
is made, the place of meeting shall be the principal place of business of the
corporation in the State of Illinois.
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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 prior to the date of the meeting,
or, in the case of a merger, consolidation, share exchange, dissolution or sale,
lease or exchange of assets outside the ordinary course of business, not less
than twenty (20) nor more than sixty (60) days prior to the date of the meeting,
either personally, or by mail, by or at the direction of the president, or the
secretary, or persons calling the meeting, to each shareholder 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 shareholder
at the shareholder's 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. INFORMAL ACTION BY SHAREHOLDERS. Any action
required by the Illinois Business Corporation Act to be taken at any annual or
special meeting of the shareholders of the corporation, or any other action
which may be taken at a meeting of the shareholders, except as provided in
Section 12.10 of the Illinois Business Corporation Act, may be taken without a
meeting and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed (i) by the holders of outstanding shares 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 voting or (ii) by all of the shareholders entitled to vote with
respect to the subject matter thereof. If such consent is signed by less than
all of the shareholders entitled to vote, then such consent shall become
effective only if, at least five (5) days prior to the execution of the consent,
written notice is delivered to all of the shareholders entitled to vote with
respect to the subject matter thereof and, after the effective date of the
consent, prompt notice of the taking of the corporate action shall be delivered
in writing to those shareholders who have not consented in writing.
In the event that the action which is consented to is such as
would have required the filing of a certificate under any section of the
Illinois Business Corporation Act if such action had been voted on by the
shareholders at a meeting thereof, the certificate filed shall state, in lieu of
any statement required by such section concerning any vote of shareholders, that
written consent has been in accordance with the provisions of Section 7.10 of
the Illinois Business Corporation Act and that written notice has been delivered
as provided in such Section 7.10.
SECTION 6. FIXING OF RECORD DATE. For the purpose of
determining the shareholders entitled to notice of or to vote at any meeting of
shareholders, or shareholders entitled to receive payment of any dividend, or in
order to make a determination of shareholders for any other proper purpose, the
board of directors of the corporation may fix in advance a date as the record
date for any such determination of shareholders, such date in any case to be not
more than sixty (60) days and, for a meeting of shareholders, not less than
twenty (20) days, or in the case of a merger, consolidation, share exchange,
dissolution or sale, lease or exchange of assets, not less than twenty (20) days
prior to the date of such meeting. If no record date is fixed for the
determination of
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shareholders entitled to notice of or to vote at a meeting of shareholders, or
shareholders 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 shareholders. A determination of
shareholders entitled to vote at any meeting of shareholders shall apply to any
adjournment of the meeting.
SECTION 7. VOTING LISTS. The officer or agent having charge of
the transfer book for shares of the corporation shall make, within twenty (20)
days after the record date for a meeting of shareholders or ten (10) days prior
to the date for such meeting, whichever is earlier, a complete list of the
shareholders entitled to vote at such meeting, arranged in alphabetical order,
with the address of and the number of shares held by each, which list, for a
period of ten (10) days prior to such meeting, shall be kept on file at the
registered office of the corporation and shall be subject to inspection by any
shareholder, and to copying at the shareholder's expense, 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
shareholder during the whole time of the meeting. The original share ledger or
transfer book, or a duplicate thereof kept in this State, shall be prima facie
evidence as to who are the shareholders entitled to examine such list or share
ledger or transfer book or to vote at any meeting of shareholders.
SECTION 8. 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 shareholders, but in no event shall a quorum consist of
less than one-third of the outstanding shares entitled so to vote. If a quorum
is present, the affirmative vote of the majority of the shares represented at
the meeting and entitled to vote on a matter shall be the act of the
shareholders, unless the vote of a greater number or voting by classes is
required by the Illinois Business Corporation Act, the Articles of Incorporation
or these By-laws. Withdrawal of shareholders from any meeting shall not cause
failure of a duly constituted quorum at that meeting.
SECTION 9. PROXIES. Each shareholder may appoint a proxy to
vote or otherwise act for him or her at any meeting of shareholders by signing
an appointment form and delivering it to the person so appointed. No proxy shall
be valid after the expiration of eleven (11) months from the date thereof unless
otherwise provided in the proxy. Every proxy will continue in full force and
effect until revoked by the person executing it prior to the vote pursuant
thereto, except as otherwise provided in the Illinois Business Corporation Act
or these By-Laws. Revocation of a proxy may be effected by a writing delivered
to the corporation stating that the proxy is revoked or by a subsequent proxy
executed by, or by attendance at the meeting and voting in person by, the person
executing the proxy.
SECTION 10. VOTING OF SHARES. Unless otherwise provided in the
Articles of Incorporation or these By-Laws, each outstanding share, regardless
of class, shall be entitled to one vote upon each matter submitted to a vote at
a meeting of shareholders.
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SECTION 11. VOTING OF SHARES BY CERTAIN HOLDERS. Shares of the
Corporation held by the corporation in a fiduciary capacity may be voted and
shall be counted in determining the total number of outstanding shares entitled
to vote at any given time.
Shares registered in the name of another corporation, domestic
or foreign, may be voted by any officer, agent, proxy or other legal
representative authorized to vote such shares under the law of incorporation of
such corporation. The corporation may treat the president or other person
holding the position of chief executive officer of such other corporation as
authorized to vote such shares, together with any other person indicated and any
other holder of an office indicated by the corporate shareholder to the
corporation as a person or an office authorized to vote such shares. Such
persons and offices indicated shall be registered by the corporation on the
transfer books for shares and included in any voting list prepared in accordance
with Section 7 of this Article II.
Shares registered in the name of a deceased person, a minor
ward or a person under legal disability, may be voted by his or her
administrator, executor or court appointed guardian, either in person or by
proxy without a transfer of such shares into the name of such administrator,
executor or court appointed guardian. Shares registered in the name of a trustee
may be voted by him or her, either in person or by proxy.
Shares registered in the name of a receiver may be voted by
such receiver, and shares held by or under the control of a receiver may be
voted by such receiver without the transfer thereof into his or her name if
authority to do so is contained in an appropriate order of the court by which
such receiver was appointed.
A shareholder whose shares are pledged shall be entitled to
vote such shares until the shares have been transferred into the name of the
pledgee, and thereafter the pledgee shall be entitled to vote the shares so
transferred.
Any number of shareholders may create a voting trust for the
purpose of conferring upon a trustee or trustees the right to vote or otherwise
represent their shares, for a period not to exceed ten (10) years, by entering
into a written voting trust agreement specifying the terms and conditions of the
voting trust, and by transferring their shares to such trustee or trustees for
the purpose of the agreement. Any such trust agreement shall not become
effective until a counterpart of the agreement is deposited with the corporation
at its registered office. The counterpart of the voting trust agreement so
deposited with the corporation shall be subject to the same right of examination
by a shareholder of the corporation, in person or by agent or attorney, as are
the books and records of the corporation, and shall be subject to examination by
any holder of a beneficial interest in the voting trust, either in person or by
agent or attorney, at any reasonable time for the proper purpose.
SECTION 12. VOTING PROCEDURE. In all elections for directors,
every shareholder shall have the right to vote, in person or in proxy, the
number of shares owned by such shareholder for each director to be elected,
however, there shall be no right to cumulate such votes.
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The articles of incorporation may be amended to limit or
eliminate cumulative voting rights in all or specified circumstances, or to
limit or deny voting rights or to provide special voting rights as to any class
or classes or series of shares of the corporation.
SECTION 13. INSPECTORS. At any meeting of shareholders, the
chairman of the meeting may, or upon the request of any shareholder, shall
appoint one or more persons as inspectors for such meeting.
Such inspectors shall ascertain and report the number of
shares represented at the meeting, based upon their determination of the
validity and effect of proxies; count all votes and report the results; and do
such other acts as are proper to conduct the election and voting with
impartiality and fairness to all the shareholders.
Each report of an inspector shall be in writing and signed by
the inspector or by a majority of them if there is more than one inspector
acting at such meeting. If there is more than one inspector, the report of a
majority shall be the report of the inspectors. The report of the inspector or
inspectors on the number of shares represented at the meeting and the results of
the voting shall be prima facie evidence thereof.
SECTION 14. VOTING BY BALLOT. Voting on any question or in any
election may be by voice unless the presiding officer shall order or any
shareholder shall demand that voting be by ballot.
ARTICLE III
DIRECTORS
SECTION 1. DIRECTORS. Except as otherwise provided by law or
the Articles of Incorporation or these By-laws, management of the corporation
and its business and affairs shall be vested in its board of directors.
SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of
directors of the corporation shall be two (2). The number of directors may be
increased or decreased from time to time by vote of the shareholders or board of
directors. A decrease in the number of directors does not shorten an incumbent
director's term. The directors need not be residents of Illinois or shareholders
of the corporation. Each director shall hold office until the next annual
meeting of shareholders or until a successor shall have been elected. The
members of the board of directors shall be elected at the annual meeting of
shareholders as provided in Article II of these Bylaws, or as otherwise
prescribed by statute.
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SECTION 3. ANNUAL MEETINGS. An annual meeting of the board of
directors shall be held without other notice than this Bylaw, immediately after
and at the same place as the annual meeting of shareholders.
SECTION 4. REGULAR MEETINGS. The board of directors may
provide, by resolution, the time and place, either within or without the State
of Illinois, for the holding of additional regular meetings without other notice
than such resolution.
SECTION 5. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, a majority of the
board of directors or by the holders of not less than twenty percent (20%) of
all the outstanding shares of stock of the corporation. The person or persons
authorized to call special meetings of the board of directors may fix any place,
either within or without the State of Illinois, as the place for holding any
special meeting of the board of directors called by them.
SECTION 6. NOTICE. Notice of any special meeting shall be
given at least ten (10) days previous thereto by written notice if delivered by
mail with postage thereon prepaid and five (5) days if notice is delivery
personally or by telecopier, telegram or overnight courier, to each director at
his or her business address. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail and if delivered by any other
means such notice shall be deemed to be received when delivered. Any director
may waive notice of any meeting. 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. Except as
provided by the Illinois Business Corporation Act, 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 at such
meeting. At any meeting at which all of the directors shall be present, although
held without notice, any business may be transacted which might have been
transacted if the meeting had been duly called.
SECTION 7. QUORUM. A majority of the number of directors
specified in Section 2 of this Article III 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 is present at said meeting,
a majority of the directors present may adjourn the meeting at any time without
further notice. The members of the board of directors or of any committee of the
board of directors may participate in and act at any meeting of such board or
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 a meeting by means of such communication equipment
shall constitute attendance and presence in person at the meeting of the person
or persons so participating.
SECTION 8. 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
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the act of a greater number is required by the Illinois Business Corporation
Act, the Articles of Incorporation, or these By-laws.
SECTION 9. REMOVAL OF DIRECTORS. One or more of the directors
may be removed, with or without cause, at a meeting of shareholders by the
affirmative vote of the holders of a majority of the outstanding shares then
entitled to vote at an election of directors, except as follows:
(a) No director shall be removed at a meeting of shareholders
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. Only the named director or directors may be removed at such
meeting.
(b) If a director is elected by a class or series of shares,
that director may be removed only by the shareholders of that class or
series.
SECTION 10. VACANCIES. Any vacancy occurring 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 an annual or special meeting
of shareholders. A majority of the board of directors may fill any vacancy prior
to such annual or special meeting of shareholders.
SECTION 11. INFORMAL ACTION BY DIRECTORS. Unless specifically
prohibited by the Articles of Incorporation or these By-laws, any action
required by the Illinois Business Corporation Act 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 a 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 a 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.
SECTION 12. 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. No such payment
previously mentioned in this section shall preclude any director from serving
the corporation in any other capacity and receiving compensation therefor.
SECTION 13. 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 the director's dissent shall be entered in
the minutes of the meeting or unless the director shall file written dissent to
such action
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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 14. RESIGNATION. Any director may resign at any time
by giving notice to the board of directors, its chairman, or to the president or
secretary of the corporation provided that the party to whom such notice is
given is other than the individual director giving the notice. A resignation is
effective when the notice is given unless the notice specifies a future date.
The pending vacancy may be filled before the effective date, but the successor
shall not take office until the effective date.
ARTICLE IV
OFFICERS
SECTION 1. NUMBER. The officers of the corporation shall be a
president, a secretary, and such 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 annually by the board of directors at a meeting
held after each annual meeting of shareholders. If the election of officers
shall not be held at such meeting, such election shall be held as soon
thereafter as may be convenient. Vacancies may be filled or new officers elected
at any meeting of the board of directors. Each officer shall hold office until a
successor shall have been duly elected and shall have qualified or until his or
her earlier death or resignation or until his or her removal in the manner
hereinafter provided. Election of an officer shall not of itself create contract
rights.
SECTION 3. REMOVAL. Any officer or agent 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. VACANCIES. A vacancy in any office because of
death, resignation, removal, disqualification or otherwise, may be filled by the
board of directors for the unexpired portion of the term.
SECTION 5. PRESIDENT. The president shall be the chief
executive officer of the corporation. Subject to the direction and control of
the board of directors, the president shall be in control of the general and
active management and supervision over the administration and operation of the
business of the corporation and supervision of its policies and affairs and its
several
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officers, employees and agents. He or she shall 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 board of directors; and, in general, he or she shall 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 or she shall preside
at all meetings of the shareholders and of 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 By-laws, the president
may execute, for the corporation certificates for its shares, 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, and he or 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 authorized by the board
of directors, according to the requirements of the form of the instrument. The
president 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. The president
shall perform such other duties as from time to time may be assigned by the
board of directors or these By-laws.
SECTION 6. THE VICE PRESIDENTS. In the event one or more vice
presidents are elected, each of the vice presidents shall assist the president
in the discharge of his or her duties as the president may direct and shall
perform such other duties as from time to time may be assigned to him or her by
the president or by the board of directors. In the absences of the president or
in the event of his or 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 and shall not act contrary to
the policies set by the board of directors or 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 By-laws, the vice
president (or each of them if there are more than one) may execute for the
corporation certificates for its shares, 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,
and he or 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.
SECTION 7. THE TREASURER. In the event a treasurer is elected,
the treasurer shall be the principal accounting and financial officer of the
corporation. 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 by the
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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 the treasurer's
duties in such sum and with such surety or sureties as the board of directors
may determine. The cost of such bond shall be borne by the corporation.
SECTION 8. THE SECRETARY. The secretary shall: (a) record the
minutes of the meetings of the shareholders and of the board of directors, if
invited, in one or more books provided for that purpose; (b) see that all
notices are duly given in accordance with the provisions of these By-laws or as
required by law; (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
shareholder which shall be furnished to the secretary by such shareholder; (e)
sign with the president, or vice president, or any other officer 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 By-laws; (f) have general charge of the stock
transfer books of the corporation; (g) have authority to certify the by-laws,
resolutions of the shareholders 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 or her by the president or by the
board of directors.
SECTION 9. 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, 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 by-laws. The assistant treasurers shall
respectively, if required by the board of directors, give bonds for the faithful
discharge of their duties in such sums and with such sureties as the board of
directors shall determine.
SECTION 10. COMPENSATION. The compensation 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 is also a
director of the corporation.
ARTICLE V
COMMITTEES
SECTION 1. COMMITTEES. A majority of the directors may
create one or more committees and appoint members of the board to serve on the
committee or committees. Each
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committee shall have two or more members, who serve at the pleasure of the
board. Unless the appointment by the board of directors requires a greater
number, a majority of any committee shall constitute a quorum and a majority of
a quorum is necessary for committee action. A committee may act by unanimous
consent in writing without a meeting and the committee by majority vote of its
members shall determine the time and place of meetings and the notice required
thereof.
SECTION 2. REVIEW OF THE COMMITTEES. Any actions of the
committees shall be reported to the board of directors at the next meeting of
the board of directors succeeding such action, and shall be subject to
rejection, revision or alteration by the board of directors.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. 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 2. LOANS. No loans shall be contracted on behalf of
the corporation and no evidences of indebtedness shall be issued in its name
unless authorized by a resolution of the board of directors. Such authority may
be general or confined to specific instances.
SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other
orders for the payment of money, notes or other evidences of indebtedness issued
in the name of the corporation shall be signed by such officer or officers,
agent or agents of the corporation and in such manner as shall from time to time
be determined by resolution of the board of directors.
SECTION 4. DEPOSITS. All funds of the corporation not
otherwise employed shall be deposited from time to time to the credit of the
corporation in such banks, trust companies or other depositaries as the board of
directors may select.
ARTICLE VII
CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. CERTIFICATES FOR SHARES. The issued shares of a
corporation shall be represented by certificates or shall be uncertified shares.
Certificates representing shares of the corporation shall be signed by the
chairman of the board, the president or a vice president or by such officer as
shall be designated by resolution of the board of directors, and by the
secretary or an assistant secretary, or such other officer as shall be
designated by a resolution
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of the board of directors, and may be sealed with the seal or a facsimile of the
seal of the corporation, if the corporation uses such a seal. If both of the
signatures of the officers be by facsimile, the certificate shall be manually
signed by or on behalf of a duly authorized transfer agent or clerk. 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 the Illinois Business
Corporation Act. If the corporation is authorized and does issue shares of more
than one class, the certificate shall also contain such information or statement
as may be required by law.
The name and address of each shareholder, the number and class of
shares held and the date on which the certificates for 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 regard the corporation.
SECTION 2. LOST CERTIFICATES. If a certificate representing
shares has allegedly been lost or destroyed, the board of directors may, in its
discretion, except as may be required by law, direct that a new certificate be
issued upon receipt by the corporation from the shareholder of such
indemnification and other reasonable requirements as it may impose.
SECTION 3. TRANSFER OF SHARES. Transfers of shares of the
corporation shall be made only on the books of the corporation by the holder of
record thereof or by his or her legal representative, who shall furnish proper
evidence of authority to transfer, or by his or her attorney thereunto
authorized by power of attorney duly executed and filed with the secretary of
the corporation, and on surrender for the cancellation of the certificate for
such shares. 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 4. RESTRICTIONS ON TRANSFER OF SHARES. Except as
otherwise provided by written agreement between a shareholder and the
corporation, and adopted by corporate resolution, or other provision of these
By-laws, all shares of stock issued by the corporation from time to time,
whether now or hereafter authorized, shall be governed by the following
restrictions: No shareholder or any executor, administrator or personal
representative of the shareholder, or any other person or entity may sell, give,
pledge, assign, transfer or in any manner dispose of or encumber any shares of
the corporation, voluntarily or by operation of law, without first offering to
sell such shares to the corporation on the same terms and conditions and for a
price not to exceed that offered by a qualified bona fide prospective purchaser
of said stock. In the event there is no bona fide prospective purchaser, then
the offering shareholder shall first offer said shares to the corporation at the
book value of said shares. The book value per share (the "book value per share")
shall be determined by the then acting Certified Public Accountant of the
corporation from the last previously filed Federal income tax return, adjusted
to the last day of the month in which the sale shall occur. In determining book
value per share, all machinery and equipment, furniture and fixtures and all
other tangible assets shall be valued at the fair cash market value thereof as
fixed by an appraiser selected by said Certified Public Accountant. The book
value per share so determined by said Certified Public Accountant shall be
binding and conclusive upon all parties. Such offer
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shall be made in writing by certified mail, return receipt requested, to the
corporation and the other shareholders, and the corporation shall have thirty
(30) days from and after the receipt of such offer within which to purchase such
shares for cash ("corporation's option period"). If the corporation shall fail
to purchase said shares within the corporation's option period, said shareholder
or the shareholder's representative shall then offer such shares to the
remaining shareholders pro rata, who shall have thirty (30) days from the end of
the corporation's option period to purchase such shares on the same terms and
conditions as did the corporation ("shareholder's option period"). If any such
shares are not so purchased by the corporation or other shareholders, they may
be sold, assigned, pledged, given or otherwise disposed of or encumbered as set
forth in the original offer; PROVIDED HOWEVER, that should a shareholder or the
shareholder's representative fail to sell said shares within a period of sixty
(60) days after said initial offer as hereinabove set forth in this SECTION 4,
then the restrictions and requirements contained in the provisions of this
SECTION 4 shall again apply to the shareholder's shares of stock, and such
shareholder, the shareholder's representatives or any other person or entity,
may not sell, pledge, give, assign, transfer or in any manner dispose of or
encumber shares of stock of this corporation without full compliance with such
restrictions and requirements.
Certificates evidencing shares of this corporation shall have
endorsed thereon a suitable legend referring to the foregoing restrictions on
the transfer of shares, as follows:
NOTICE IS HEREBY GIVEN that the sale, assignment and transfer
of the shares of stock represented by this certificate are subject to the
restrictions provided in ARTICLE VII of the By-laws of the corporation and the
amendments thereto.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the corporation shall be determined by
resolution of the board of directors.
ARTICLE IX
DISTRIBUTIONS
The board of directors may, from time to time authorize, and
the corporation may pay, distributions to its shareholders in the manner and
subject to any restrictions provided by the Illinois Business Corporation Act
and its Articles of Incorporation.
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ARTICLE X
SEAL
The board of directors may provide a corporate seal which
shall be in the form of a circle and shall have inscribed thereon the name of
the corporation and the words "Corporate Seal, Illinois." 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.
ARTICLE XI
WAIVER OF NOTICE
Whenever any notice whatever is required to be given under the
provisions of these By-laws or under the provisions of the Illinois Business
Corporation Act, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated therein for the
meeting or other action which is subject of the notice, shall be deemed
equivalent to the giving of such notice.
ARTICLE XII
INDEMNIFICATION OF OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS; INSURANCE
SECTION 1. AUTHORIZATION FOR INDEMNIFICATION.
(a) The corporation shall indemnify any person who was or is a
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 (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or who is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement,
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, if such person acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
or she reasonably believed to be in or not opposed to the best interest of the
corporation, or, with
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respect to any criminal action or proceeding, had reasonable cause to believe
that his or her conduct was unlawful.
(b) The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person 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, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action or suit,
if he or she acted in good faith and in a manner he or she reasonably believed
to be in, or not opposed to, the best interests of the corporation, provided
that no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his or her duty to the corporation, unless and
only to the extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability, but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the court shall deem proper.
(c) To the extent that a director, officer, employee or agent
of the corporation has been successful, on the merits or otherwise, in the
defense of any action, suit or proceeding referred to in paragraphs (a) and (b),
or in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by and such person in connection therewith.
SECTION 2. AUTHORIZATION BY DIRECTORS, LEGAL COUNSEL OR
SHAREHOLDERS. Any indemnification under Section 1, paragraphs (a) and (b) of
this Article XII (unless ordered by a court) shall be made by the corporation
only as authorized in the specific case, upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he or she has met the applicable standard of conduct set
forth in Section 1 of this Article XII. Such determination shall be made: (a) by
the board of directors by a majority vote of a quorum consisting of directors
who were not parties to such action, suit or proceeding; or (b) if such a quorum
is not obtainable, or, even if obtainable, a quorum of disinterested directors
so directs, by independent legal counsel in a written opinion, or (c) by the
shareholders.
SECTION 3. REPAYMENT. Expenses incurred in defending a civil
or criminal action, suit or proceeding may be paid by the corporation in advance
of the final disposition of such action, suit or proceeding, as authorized by
the board of directors in the specific case, upon receipt of an undertaking by
or on behalf of the director, officer, employee or agent to repay such amount,
unless it shall ultimately be determined that he or she is entitled to be
indemnified by the corporation as hereinabove provide.
SECTION 4. NOT EXCLUSIVE OF OTHER RIGHTS. The indemnification
provided by this Article XII (a) shall not be deemed exclusive of any other
rights to which those seeking indemnification may be entitled under any other
By-law, agreement, vote of shareholders
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or disinterested directors, or otherwise, both as to action in his or her
official capacity and as to action in another capacity while holding such
office, and (b) shall continue as to a person who has ceased to be a director,
officer, employee or agent, and shall inure to the benefit of the heirs,
executors and administrators of such a person.
SECTION 5. INSURANCE. The corporation may purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or who is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against such person and incurred by such person in any such
capacity, or arising out of his or her status as such, whether or not the
corporation has the power to indemnify such person against such liability under
the provisions of this Article XII and whether or not such person is entitled to
indemnification under this Article XII.
SECTION 6. SHAREHOLDER NOTIFICATION. If the corporation has
paid indemnity or has advanced expenses to a director, officer, employee or
agent, the corporation shall report the indemnification or advance in writing to
the shareholders with or before the notice of the next shareholders meeting.
ARTICLE XIII
REPAYMENT OF DISALLOWED
REIMBURSEMENTS OR EXCESS COMPENSATION
Any payments made to a director, officer or employee of the
corporation, including but not limited to, salary, commission, bonus, interest,
rent, travel, or entertainment expense incurred by him or her, which shall be
disallowed in whole or in part as a deductible expense by the Internal Revenue
Service, shall be reimbursed by such officer to the corporation to the full
extent of such disallowance.
It shall be the duty of the board of directors to enforce
payment of each such amount disallowed. In lieu of payment by such person,
subject to the determination of the board of directors, proportionate amounts
may be withheld from his or her future compensation payments until the amount
owed to the corporation has been recovered.
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ARTICLE XIV
AMENDMENTS
The power to make, alter, amend, or repeal the By-laws of this
corporation shall be reserved to either the holders of the voting common stock
of the corporation, who may do so by a majority vote of all the voting shares
issued and outstanding, or by the board of directors, who may do so by a
majority vote. However, no Bylaw adopted by the shareholders may be altered,
amended or repealed by the board of directors.
ARTICLE XV
GENDER AND NUMBER
The use of the masculine, feminine or neuter gender and the
use of the singular and plural shall not be given the effect of any exclusion or
limitation herein; and the use of the word "person" or "party" shall mean and
include any individual, trust, corporation, partnership or other entity.
CONCLUSION OF BY-LAWS
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