Exhibit 4.2
BYLAWS
OF
PC CONNECTION, INC.
BYLAWS
TABLE OF CONTENTS
Page
ARTICLE 1 - Stockholders................................................................ 1
1.1 Place of Meetings...................................................... 1
1.2 Annual Meeting......................................................... 1
1.3 Special Meetings....................................................... 1
1.4 Notice of Meetings..................................................... 1
1.5 Voting List............................................................ 2
1.6 Quorum................................................................. 2
1.7 Adjournments........................................................... 2
1.8 Voting and Proxies..................................................... 2
1.9 Action at Meeting...................................................... 3
1.10 Action without Meeting................................................. 3
1.11 Nomination of Directors................................................ 3
1.12 Notice of Business at Meetings......................................... 4
ARTICLE 2 - Directors.................................................................. 5
2.1 General Powers......................................................... 5
2.2 Number; Election and Qualification..................................... 5
2.3 Enlargement of the Board............................................... 6
2.4 Tenure................................................................. 6
2.5 Vacancies.............................................................. 6
2.6 Resignation............................................................ 6
2.7 Regular Meetings....................................................... 6
2.8 Special Meetings....................................................... 6
2.9 Notice of Special Meetings............................................. 6
2.10 Meetings by Telephone Conference Calls................................. 7
2.11 Quorum................................................................. 7
2.12 Action at Meeting...................................................... 7
2.13 Action by Consent...................................................... 7
2.14 Removal................................................................ 7
2.15 Committees............................................................. 7
2.16 Compensation of Directors.............................................. 8
ARTICLE 3 - Officers.................................................................... 8
3.1 Enumeration............................................................ 8
3.2 Election............................................................... 8
3.3 Qualification.......................................................... 8
3.4 Tenure................................................................. 8
-ii-
3.5 Resignation and Removal................................................ 9
3.6 Vacancies.............................................................. 9
3.7 Chairman of the Board and Vice-Chairman of the Board................... 9
3.8 Chief Executive Officer................................................ 9
3.9 President.............................................................. 10
3.10 Vice Presidents........................................................ 10
3.11 Secretary and Assistant Secretaries.................................... 10
3.12 Treasurer and Assistant Treasurers..................................... 10
3.13 Salaries............................................................... 11
ARTICLE 4 - Capital Stock............................................................... 11
4.1 Issuance of Stock...................................................... 11
4.2 Certificates of Stock.................................................. 11
4.3 Transfers.............................................................. 12
4.4 Lost, Stolen or Destroyed Certificates................................. 12
4.5 Record Date............................................................ 12
ARTICLE 5 - General Provisions.......................................................... 13
5.1 Fiscal Year............................................................ 13
5.2 Corporate Seal......................................................... 13
5.3 Waiver of Notice....................................................... 13
5.4 Voting of Securities................................................... 13
5.5 Evidence of Authority.................................................. 13
5.6 Certificate of Incorporation........................................... 14
5.7 Transactions with Interested Parties................................... 14
5.8 Severability........................................................... 14
5.9 Pronouns............................................................... 14
ARTICLE 6 - Amendments.................................................................. 15
6.1 By the Board of Directors.............................................. 15
6.2 By the Stockholders.................................................... 15
-iii-
BYLAWS
OF
PC CONNECTION, INC.
ARTICLE 1 - Stockholders
------------------------
1.1 Place of Meetings. All meetings of stockholders shall be held at
-----------------
such place within or without the State of Delaware as may be designated from
time to time by the Chairman of the Board (or, if there be no Chairman of the
Board, the Vice Chairman of the Board, or if there be no Chairman and no Vice
Chairman of the Board, the Board of Directors) or, if not so designated, at the
registered office of the corporation.
1.2 Annual Meeting. The annual meeting of stockholders for the
--------------
election of directors and for the transaction of such other business as may
properly be brought before the meeting shall be held on a date to be fixed by
the Chairman of the Board (or, if there be no Chairman of the Board, the Vice
Chairman of the Board, or if there be no Chairman and no Vice Chairman of the
Board, the Board of Directors) (which date shall not be a legal holiday in the
place where the meeting is to be held) at the time and place to be fixed by the
Chairman of the Board (or, if there be no Chairman of the Board, the Vice
Chairman of the Board, or if there be no Chairman and no Vice Chairman of the
Board, the Board of Directors) and stated in the notice of the meeting. If no
annual meeting is held in accordance with the foregoing provisions, the Chairman
of the Board, Vice Chairman of the Board or the Board of Directors shall cause
the meeting to be held as soon thereafter as convenient. If no annual meeting is
held in accordance with the foregoing provisions, a special meeting may be held
in lieu of the annual meeting, and any action taken at that special meeting
shall have the same effect as if it had been taken at the annual meeting, and in
such case all references in these Bylaws to the annual meeting of the
stockholders shall be deemed to refer to such special meeting.
1.3 Special Meetings. Special meetings of stockholders may be
----------------
called at any time by the Chairman of the Board (or, if there be no Chairman of
the Board, the Vice Chairman of the Board), by the Board of Directors or by the
holders of forty percent (40%) or more of the shares of the capital stock of the
corporation issued and outstanding and entitled to vote at such meeting.
Business transacted at any special meeting of stockholders shall be limited to
matters relating to the purpose or purposes stated in the notice of meeting.
1.4 Notice of Meetings. Except as otherwise provided by law, written
------------------
notice of each meeting of stockholders, whether annual or special, shall be
given not less than
-1-
10 nor more than 60 days before the date of the meeting to each stockholder
entitled to vote at such meeting. The notices of all meetings shall state the
place, date and hour of the meeting. The notice of a special meeting shall
state, in addition, the purpose or purposes for which the meeting is called. If
mailed, notice is given when deposited in the United States mail, postage
prepaid, directed to the stockholder at her/his address as it appears on the
records of the corporation.
1.5 Voting List. The officer who has charge of the stock ledger of
-----------
the corporation shall prepare, at least 10 days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
10 days prior to the meeting, at a place within the city where the meeting is to
be held. The list shall also be produced and kept at the time and place of the
meeting during the whole time of the meeting, and may be inspected by any
stockholder who is present.
1.6 Quorum. Except as otherwise provided by law, the Certificate of
------
Incorporation or these Bylaws, the holders of a majority of the shares of the
capital stock of the corporation issued and outstanding and entitled to vote at
the meeting, present in person or represented by proxy, shall constitute a
quorum for the transaction of business.
1.7 Adjournments. Any meeting of stockholders may be adjourned to
------------
any other time and to any other place at which a meeting of stockholders may be
held under these Bylaws by the stockholders present or represented at the
meeting and entitled to vote, although less than a quorum, or, if no stockholder
is present, by any officer entitled to preside at or to act as Secretary of such
meeting. It shall not be necessary to notify any stockholder of any adjournment
of less than 30 days if the time and place of the adjourned meeting are
announced at the meeting at which adjournment is taken, unless after the
adjournment a new record date is fixed for the adjourned meeting. At the
adjourned meeting, the corporation may transact any business which might have
been transacted at the original meeting.
1.8 Voting and Proxies. Each stockholder shall have one vote for
------------------
each share of stock entitled to vote held of record by such stockholder and a
proportionate vote for each fractional share so held, unless otherwise provided
in the Certificate of Incorporation. Each stockholder of record entitled to
vote at a meeting of stockholders, or to express consent or dissent to corporate
action in writing without a meeting, may vote or express such consent or dissent
in person or may authorize another person or persons to vote or act for her/him
by written proxy executed by the stockholder or
-2-
her/his authorized agent and delivered to the Secretary of the corporation. No
such proxy shall be voted or acted upon after three years from the date of its
execution, unless the proxy expressly provides for a longer period.
1.9 Action at Meeting. When a quorum is present at any meeting, the
-----------------
holders of shares of stock representing a majority of the votes cast on a matter
(or if there are two or more classes of stock entitled to vote as separate
classes, then in the case of each such class, the holders of shares of stock of
that class representing a majority of the votes cast on a matter) shall decide
any matter to be voted upon by the stockholders at such meeting, except when a
different vote is required by express provision of law, the Certificate of
Incorporation or these Bylaws. When a quorum is present at any meeting, any
election by stockholders shall be determined by a plurality of the votes cast on
the election.
1.10 Action without Meeting. Any action required or permitted to be
----------------------
taken at any annual or special meeting of stockholders of the corporation may be
taken without a meeting, without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, is signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote on such action were present and voted. Prompt notice of the
taking of corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.
1.11 Nomination of Directors. Only persons who are nominated in
-----------------------
accordance with the following procedures shall be eligible for election as
directors. Nomination for election to the Board of Directors of the Corporation
at a meeting of stockholders may be made by the Board of Directors or by any
stockholder of the Corporation entitled to vote for the election of directors at
such meeting who complies with the notice procedures set forth in this Section
1.11. Such nominations, other than those made by or on behalf of the Board of
Directors or by or on behalf of the holders of forty percent (40%) or more of
the shares of the capital stock of the corporation issued and outstanding and
entitled to vote with respect to the election of directors, shall be made by
notice in writing delivered or mailed by first class United States mail, postage
prepaid, to the Secretary of the Corporation, and received not less than 60 days
nor more than 90 days prior to such meeting; provided, however, that if less
than 70 days' notice or prior public disclosure of the date of the meeting is
given or made to stockholders, such nomination shall have been mailed or
delivered to the Secretary not later than the close of business on the 10th day
following the date on which the notice of the meeting was mailed or public
disclosure was made, whichever occurs first. Such notice shall set forth (a) as
to each proposed nominee (i) the name, age, business address and, if known,
residence address of each such nominee, (ii) the principal occupation or
-3-
employment of each such nominee, (iii) the number of shares of stock of the
Corporation which are beneficially owned by each such nominee, and (iv) any
other information concerning the nominee that must be disclosed as to nominees
in proxy solicitations pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (including such person's written consent to be named as
a nominee and to serve as a director if elected); (b) as to the stockholder or
stockholders giving the notice (i) the name and address, as they appear on the
Corporation's books, of such stockholder or stockholders, and (ii) the class and
number of shares of the Corporation which are beneficially owned by such
stockholder or stockholders; and (c) as to the beneficial owner or owners, if
any, on whose behalf the nomination is made, (i) the name and address of such
person or persons and (ii) the class and number of shares of the Corporation
which are beneficially owned by such person or persons.
The officer presiding at a meeting of stockholders may, if the facts
warrant, determine and declare to the meeting that a nomination was not made in
accordance with the foregoing procedure, and if s/he should so determine, s/he
shall so declare to the meeting and the defective nomination shall be
disregarded.
Nothing in the foregoing provision shall obligate the Corporation or the
Board of Directors to include in any proxy statement or other stockholder
communication distributed on behalf of the Corporation or the Board of Directors
information with respect to any nominee for directors submitted by a
stockholder.
1.12 Notice of Business at Meetings. At a meeting of the
------------------------------
stockholders, only such business shall be conducted as shall have been (a)
specified in the notice of meeting (or any supplement thereto), (b) brought
before the meeting by or at the direction of the Board of Directors or the
holders of forty percent (40%) or more of the shares of the capital stock of the
corporation issued and outstanding and entitled to vote with respect to such
matter, or (c) otherwise properly brought before the meeting by a stockholder.
For business to be properly brought before an annual meeting by a stockholder
who holds or stockholders who hold less than forty percent (40%) of the shares
of capital stock of the corporation issued and outstanding and entitled to vote
with respect to such matter, if such business relates to the election of
directors of the Corporation, the procedures in Section 1.11 must be complied
with. For business to be properly brought before a special meeting by a
stockholder who holds or stockholders who hold less than forty percent (40%) of
the shares of capital stock of the corporation issued and outstanding and
entitled to vote with respect to such matter, and for business other than the
election of directors to be properly brought before an annual meeting by a
stockholder who holds or stockholders who hold less than forty percent (40%) of
the shares of capital stock of the corporation issued and outstanding and
entitled to vote with respect to such matter, such stockholder or stockholders
must have given timely notice thereof in writing to the Secretary of the
Corporation. To be timely,
-4-
a stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation not less than 60 days nor more
than 90 days prior to the meeting; provided, however, that if less than 70 days'
notice or prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder or stockholders to be timely must be
delivered or mailed to the Secretary not later than the close of business on the
10th day following the date on which the notice of the meeting was mailed or
public disclosure was made, whichever occurs first. A stockholder's notice to
the Secretary shall set forth as to each matter the stockholder proposes to
bring before the meeting (a) a brief description of the business desired to be
brought before the meeting and the reasons for conducting such business at the
meeting, (b) the name and address, as they appear on the Corporation's books, of
the stockholder or stockholders proposing such business, and the name and
address of the beneficial owner or owners, if any, on whose behalf the proposal
is made, (c) the class and number of shares of the Corporation which are
beneficially owned by such stockholder or stockholders and such person or
persons, if any, and (d) any material interest of the stockholder or
stockholders, and such person or persons, if any, in such business.
Notwithstanding anything in these bylaws to the contrary, no business shall be
conducted at any meeting of stockholders except in accordance with the
procedures set forth in this Section 1.12 and except that any stockholder
proposal which complies with Rule 14a-8 of the proxy rules (or any successor
provision) promulgated under the Securities Exchange Act of 1934, as amended,
and is to be included in the Corporation's proxy statement for an annual meeting
of stockholders shall be deemed to comply with the requirements of this Section
1.12.
The officer presiding at a meeting of stockholders shall, if the facts
warrant, determine and declare to the meeting that business was not properly
brought before the meeting in accordance with the provisions of this Section 10,
and if s/he should so determine, s/he shall do declare to the meeting that any
such business not properly brought before the meeting shall not be transacted.
ARTICLE 2 - Directors
----------------------
2.1 General Powers. The business and affairs of the corporation
--------------
shall be managed by or under the direction of a Board of Directors, who may
exercise all of the powers of the corporation except as otherwise provided by
law or the Certificate of Incorporation. In the event of a vacancy in the Board
of Directors, the remaining directors, except as otherwise provided by law, may
exercise the powers of the full Board until the vacancy is filled.
2.2 Number; Election and Qualification. The number of directors
----------------------------------
which shall constitute the whole Board of Directors shall be determined by
resolution of the stockholders or the Board of Directors, but in no event shall
be less than one nor more
-5-
than seven. The number of directors may be decreased at any time and from time
to time either by the stockholders or by a majority of the directors then in
office, but only to eliminate vacancies existing by reason of the death,
resignation, removal or expiration of the term of one or more directors. The
directors shall be elected at the annual meeting of stockholders by such
stockholders as have the right to vote on such election. Directors need not be
stockholders of the corporation.
2.3 Enlargement of the Board. Subject to Section 2.2, the number of
------------------------
directors may be increased at any time and from time to time by the stockholders
or by a majority of the directors then in office.
2.4 Tenure. Each director shall hold office until the next annual
------
meeting and until her/his successor is elected and qualified, or until her/his
earlier death, resignation or removal.
2.5 Vacancies. Unless and until filled by the stockholders, any
---------
vacancy in the Board of Directors, however occurring, including a vacancy
resulting from an enlargement of the Board, may be filled by vote of a majority
of the directors then in office, although less than a quorum, or by a sole
remaining director. A director elected to fill a vacancy shall be elected for
the unexpired term of her/his predecessor in office, and a director chosen to
fill a position resulting from an increase in the number of directors shall hold
office until the next annual meeting of stockholders and until her/his successor
is elected and qualified, or until her/his earlier death, resignation or
removal.
2.6 Resignation. Any director may resign by delivering her/his
-----------
written resignation to the corporation at its principal office or to the Chief
Executive Officer or Secretary. Such resignation shall be effective upon receipt
unless it is specified to be effective at some other time or upon the happening
of some other event.
2.7 Regular Meetings. Regular meetings of the Board of Directors
----------------
may be held without notice at such time and place, either within or without the
State of Delaware, as shall be determined from time to time by the Board of
Directors; provided that any director who is absent when such a determination is
made shall be given notice of the determination. A regular meeting of the Board
of Directors may be held without notice immediately after and at the same place
as the annual meeting of stockholders.
2.8 Special Meetings. Special meetings of the Board of Directors
----------------
may be held at any time and place, within or without the State of Delaware,
designated in a call by the Chairman of the Board, Vice Chairman of the Board,
Chief Executive Officer, two or more directors, or by one director in the event
that there is only a single director in office.
-6-
2.9 Notice of Special Meetings. Notice of any special meeting of
--------------------------
directors shall be given to each director by the Secretary or by the officer or
one of the directors calling the meeting. Notice shall be duly given to each
director (i) by giving notice to such director in person, by e-mail or by
telephone at least 48 hours in advance of the meeting, (ii) by sending a
telegram or telex, or delivering written notice by hand, to her/his last known
business or home address at least 48 hours in advance of the meeting, or (iii)
by mailing written notice to her/his last known business or home address at
least 72 hours in advance of the meeting. A notice or waiver of notice of a
meeting of the Board of Directors need not specify the purposes of the meeting.
2.10 Meetings by Telephone Conference Calls. Directors or any
--------------------------------------
members of any committee designated by the directors may participate in a
meeting of the Board of Directors or such committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation by such
means shall constitute presence in person at such meeting.
2.11 Quorum. A majority of the total number of the whole Board of
------
Directors shall constitute a quorum at all meetings of the Board of Directors.
In the event one or more of the directors shall be disqualified to vote at any
meeting, then the required quorum shall be reduced by one for each such director
so disqualified; provided, however, that in no case shall less than one-third
(1/3) of the number so fixed constitute a quorum. In the absence of a quorum at
any such meeting, a majority of the directors present may adjourn the meeting
from time to time without further notice other than announcement at the meeting,
until a quorum shall be present.
2.12 Action at Meeting. At any meeting of the Board of Directors at
-----------------
which a quorum is present, the vote of a majority of those present shall be
sufficient to take any action, unless a different vote is specified by law, the
Certificate of Incorporation or these Bylaws.
2.13 Action by Consent. Any action required or permitted to be
-----------------
taken at any meeting of the Board of Directors or of any committee of the Board
of Directors may be taken without a meeting, if all members of the Board or
committee, as the case may be, consent to the action in writing, and the written
consents are filed with the minutes of proceedings of the Board or committee.
2.14 Removal. Except as otherwise provided by the General
-------
Corporation Law of Delaware, any one or more or all of the directors may be
removed, with or without cause, by the holders of a majority of the shares then
entitled to vote at an election of directors, except that the directors elected
by the holders of a particular class or series of
-7-
stock may be removed without cause only by vote of the holders of a majority of
the outstanding shares of such class or series.
2.15 Committees. The Board of Directors may designate one or more
----------
committees, each committee to consist of one or more of the directors of the
corporation. The Board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of a member of a
committee, the member or members of the committee present at any meeting and not
disqualified from voting, whether or not s/he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board of Directors
and subject to the provisions of the General Corporation Law of the State of
Delaware, shall have and may exercise all the powers and authority of the Board
of Directors in the management of the business and affairs of the corporation
(with regard to the business of such committee) and may authorize the seal of
the corporation to be affixed to all papers which may require it. Each such
committee shall keep minutes and make such reports as the Board of Directors may
from time to time request. Except as the Board of Directors may otherwise
determine, any committee may make rules for the conduct of its business, but
unless otherwise provided by the directors or in such rules, its business shall
be conducted as nearly as possible in the same manner as is provided in these
By-laws for the Board of Directors.
2.16 Compensation of Directors. Directors may be paid such compensation
-------------------------
for their services and such reimbursement for expenses of attendance at meetings
as the Board of Directors may from time to time determine. No such payment
shall preclude any director from serving the corporation or any of its parent or
subsidiary corporations in any other capacity and receiving compensation for
such service.
ARTICLE 3 - Officers
--------------------
3.1 Enumeration. The officers of the corporation shall consist of a Chief
-----------
Executive Officer, President, a Secretary, a Treasurer and such other officers
with such other titles as the Board of Directors shall determine, including a
Chairman of the Board, a Vice-Chairman of the Board, and one or more Vice
Presidents, Assistant Treasurers, and Assistant Secretaries. The Board of
Directors may appoint such other officers as it may deem appropriate.
3.2 Election. The Chief Executive Officer, President, Treasurer and
--------
Secretary shall be elected annually by the Board of Directors at its first
meeting following the annual meeting of stockholders. Other officers may be
appointed by the Board of Directors at such meeting or at any other meeting.
-8-
3.3 Qualification. No officer need be a stockholder. Any two or more
-------------
offices may be held by the same person.
3.4 Tenure. Except as otherwise provided by law, by the Certificate of
------
Incorporation or by these Bylaws, each officer shall hold office until her/his
successor is elected and qualified, unless a different term is specified in the
vote choosing or appointing her/him, or until her/his earlier death, resignation
or removal.
3.5 Resignation and Removal. Any officer may resign by delivering her/his
-----------------------
written resignation to the corporation at its principal office or to the Chief
Executive Officer or Secretary. Such resignation shall be effective upon
receipt unless it is specified to be effective at some other time or upon the
happening of some other event.
Any officer may be removed at any time, with or without cause, by vote of a
majority of the entire number of directors then in office.
Except as the Board of Directors may otherwise determine, no officer who
resigns or is removed shall have any right to any compensation as an officer for
any period following her/his resignation or removal, or any right to damages on
account of such removal, whether her/his compensation be by the month or by the
year or otherwise, unless such compensation is expressly provided in a duly
authorized written agreement with the corporation.
3.6 Vacancies. The Board of Directors may fill any vacancy occurring in
---------
any office for any reason and may, in its discretion, leave unfilled for such
period as it may determine any offices other than those of Chief Executive
Officer, President, Treasurer and Secretary. Each such successor shall hold
office for the unexpired term of her/his predecessor and until her/his successor
is elected and qualified, or until her/his earlier death, resignation or
removal.
3.7 Chairman of the Board and Vice-Chairman of the Board. The Board of
----------------------------------------------------
Directors may appoint a Chairman of the Board and may designate the Chairman of
the Board as Chief Executive Officer. If the Board of Directors appoints a
Chairman of the Board, s/he shall perform such duties and possess such powers as
are assigned to her/him by these Bylaws or by the Board of Directors. If the
Board of Directors appoints a Vice-Chairman of the Board, s/he shall, in the
absence or disability of the Chairman of the Board, perform the duties and
exercise the powers of the Chairman of the Board and shall perform such other
duties and possess such other powers as are assigned to her/him by these Bylaws
or as may from time to time be vested in her/him by the Board of Directors.
-9-
3.8 Chief Executive Officer. The Chief Executive Officer shall, subject
-----------------------
to the direction of the Board of Directors, have general charge and supervision
of the business of the corporation. Unless there shall be a Chairman or Vice
Chairman of the Board or unless otherwise provided by the Board of Directors,
(i) s/he shall preside at all meetings of the stockholders and, (ii) if s/he is
a director, at all meetings of the Board of Directors. The Chief Executive
Officer shall perform such other duties and shall have such other powers as are
assigned to her/him by these Bylaws or as the Board of Directors may from time
to time prescribe.
3.9 President. The President shall perform such duties and possess such
---------
powers as the Board of Directors or the Chief Executive Officer may from time to
time prescribe. In the event of the inability or refusal to act of the Chief
Executive Officer, the President shall perform the duties of the Chief Executive
Officer (subject to the direction of the Board of Directors) and when so
performing shall have all of the powers of and be subject to all of the
restrictions upon the Chief Executive Officer.
3.10 Vice Presidents. Any Vice President shall perform such duties and
---------------
possess such powers as the Board of Directors or the Chief Executive Officer may
from time to time prescribe. The Board of Directors may assign to any Vice
President the title of Executive Vice President, Senior Vice President or any
other title selected by the Board of Directors.
3.11 Secretary and Assistant Secretaries. The Secretary shall perform such
-----------------------------------
duties and shall have such powers as the Board of Directors or the Chief
Executive Officer may from time to time prescribe. In addition, the Secretary
shall perform such duties and have such powers as are incident to the office of
the secretary, including without limitation the duty and power to give notices
of all meetings of stockholders and special meetings of the Board of Directors,
to attend all meetings of stockholders and the Board of Directors and keep a
record of the proceedings, to maintain a stock ledger and prepare lists of
stockholders and their addresses as required, to be custodian of corporate
records and the corporate seal and to affix and attest to the same on documents.
Any Assistant Secretary shall perform such duties and possess such powers
as the Board of Directors, the Chief Executive Officer or the Secretary may from
time to time prescribe. In the event of the absence, inability or refusal to
act of the Secretary, the Assistant Secretary, (or if there shall be more than
one, the Assistant Secretaries in the order determined by the Board of
Directors) shall perform the duties and exercise the powers of the Secretary.
-10-
In the absence of the Secretary or any Assistant Secretary at any meeting
of stockholders or directors, the person presiding at the meeting shall
designate a temporary secretary to keep a record of the meeting.
3.12 Treasurer and Assistant Treasurers. The Treasurer shall perform such
----------------------------------
duties and shall have such powers as may from time to time be assigned to
her/him by the Board of Directors or the Chief Executive Officer. In addition,
the Treasurer shall perform such duties and have such powers as are incident to
the office of treasurer, including without limitation the duty and power to keep
and be responsible for all funds and securities of the corporation, to deposit
funds of the corporation in depositories selected in accordance with these By-
laws, to disburse such funds as ordered by the Board of Directors, to make
proper accounts of such funds, and to render as required by the Board of
Directors statements of all such transactions and of the financial condition of
the corporation.
The Assistant Treasurers shall perform such duties and possess such powers
as the Board of Directors, the Chief Executive Officer or the Treasurer may from
time to time prescribe. In the event of the absence, inability or refusal to
act of the Treasurer, the Assistant Treasurer, (or if there shall be more than
one, the Assistant Treasurers in the order determined by the Board of
Directors) shall perform the duties and exercise the powers of the Treasurer.
3.13 Salaries. Officers of the corporation shall be entitled to such
--------
salaries, compensation or reimbursement as shall be fixed or allowed from time
to time by the Board of Directors.
ARTICLE 4 - Capital Stock
-------------------------
4.1 Issuance of Stock. Unless otherwise voted by the stockholders and
-----------------
subject to the provisions of the Certificate of Incorporation (including without
limitation ARTICLE FOURTH, Section B), the whole or any part of any unissued
balance of the authorized capital stock of the corporation or the whole or any
part of any unissued balance of the authorized capital stock of the corporation
held in its treasury may be issued, sold, transferred or otherwise disposed of
by vote of the Board of Directors in such manner, for such consideration and on
such terms as the Board of Directors may determine.
4.2 Certificates of Stock. Every holder of stock of the corporation shall
---------------------
be entitled to have a certificate, in such form as may be prescribed by law and
by the Board of Directors, certifying the number and class of shares owned by
her/him in the corporation. Each such certificate shall be signed by, or in the
name of the corporation by, the Chairman or Vice-Chairman, if any, of the Board
of Directors, or the Chief
-11-
Executive Officer, and the Treasurer or the Secretary of the corporation. Any or
all of the signatures on the certificate may be a facsimile.
Each certificate for shares of stock which are subject to any restriction
on transfer pursuant to the Certificate of Incorporation, the Bylaws, applicable
securities laws or any agreement among any number of shareholders or among such
holders and the corporation shall have conspicuously noted on the face or back
of the certificate either the full text of the restriction or a statement of the
existence of such restriction.
If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of each certificate representing shares of such
class or series of stock, provided that in lieu of the foregoing requirements
there may be set forth on the face or back of each certificate representing
shares of such class or series of stock a statement that the corporation will
furnish without charge to each stockholder who so requests a copy of the full
text of the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights.
4.3 Transfers. Except as otherwise established by rules and regulations
---------
adopted by the Board of Directors, and subject to applicable law, shares of
stock may be transferred on the books of the corporation by the surrender to the
corporation or its transfer agent of the certificate representing such shares
properly endorsed or accompanied by a written assignment or power of attorney
properly executed, and with such proof of authority or the authenticity of
signature as the corporation or its transfer agent may reasonably require.
Except as may be otherwise required by law, by the Certificate of Incorporation
or by these By-laws, the corporation shall be entitled to treat the record
holder of stock as shown on its books as the owner of such stock for all
purposes, including the payment of dividends and the right to vote with respect
to such stock, regardless of any transfer, pledge or other disposition of such
stock until the shares have been transferred on the books of the corporation in
accordance with the requirements of these Bylaws.
4.4 Lost, Stolen or Destroyed Certificates. The corporation may issue a
--------------------------------------
new certificate of stock in place of any previously issued certificate alleged
to have been lost, stolen, or destroyed, upon such terms and conditions as the
Board of Directors may prescribe, including the presentation of reasonable
evidence of such loss, theft or destruction and the giving of such indemnity as
the Board of Directors may require for the protection of the corporation or any
transfer agent or registrar.
-12-
4.5 Record Date. The Board of Directors may fix in advance a date as a
-----------
record date for the determination of the stockholders entitled to notice of or
to vote at any meeting of stockholders or to express consent (or dissent) to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other lawful
action. Such record date shall not be more than 60 nor less than 10 days before
the date of such meeting, nor more than 10 days after the date of adoption of a
record date for a written consent without a meeting, nor more than 60 days prior
to any other action to which such record date relates.
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 day before the day on which notice is given, or, if
notice is waived, at the close of business on the day before the day on which
the meeting is held. The record date for determining stockholders entitled to
express consent to corporate action in writing without a meeting, when no prior
action by the Board of Directors is necessary, shall be the day on which the
first written consent is properly delivered to the corporation. 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 to such purpose.
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;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.
ARTICLE 5 - General Provisions
------------------------------
5.1 Fiscal Year. Except as from time to time otherwise designated by the
-----------
Board of Directors, the fiscal year of the corporation shall begin on the first
day of January in each year and end on the last day of December in each year.
5.2 Corporate Seal. The corporate seal shall be in such form as shall be
--------------
approved by the Board of Directors.
5.3 Waiver of Notice. Whenever any notice whatsoever is required to be
----------------
given by law, by the Certificate of Incorporation or by these Bylaws, a waiver
of such notice either in writing signed by the person entitled to such notice or
such person's duly authorized attorney, or by telegraph, cable or any other
available method, whether before, at or after the time stated in such waiver, or
the appearance of such person or persons at such meeting in person or by proxy,
shall be deemed equivalent to such notice.
-13-
5.4 Voting of Securities. Except as the directors may otherwise
--------------------
designate, the Chief Executive Officer or Treasurer may waive notice of, and act
as, or appoint any person or persons to act as, proxy or attorney-in-fact for
this corporation (with or without power of substitution) at, any meeting of
stockholders or shareholders of any other corporation or organization, the
securities of which may be held by this corporation.
5.5 Evidence of Authority. A certificate by the Secretary, or an
---------------------
Assistant Secretary, or a temporary Secretary, as to any action taken by the
stockholders, directors, a committee or any officer or representative of the
corporation shall as to all persons who rely on the certificate in good faith be
conclusive evidence of such action.
5.6 Certificate of Incorporation. All references in these By-laws to the
----------------------------
Certificate of Incorporation shall be deemed to refer to the Certificate of
Incorporation of the corporation, as amended and in effect from time to time.
5.7 Transactions with Interested Parties. No contract or transaction
------------------------------------
between the corporation and one or more of the directors or officers, or between
the corporation and any other corporation, partnership, association, or other
organization in which one or more of the directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or a committee of the
Board of Directors which authorizes the contract or transaction or solely
because her/his or their votes are counted for such purpose, if:
(1) The material facts as to her/his relationship or interest and as to the
contract or transaction are disclosed or are known to the Board of Directors or
the committee, and the Board or committee in good faith authorizes the contract
or transaction by the affirmative votes of a majority of the disinterested
directors, even though the disinterested directors be less than a quorum;
(2) The material facts as to her/his relationship or interest and as to the
contract or transaction are disclosed or are known to the stockholders entitled
to vote thereon, and the contract or transaction is specifically approved in
good faith by vote of the stockholders; or
(3) The contract or transaction is fair as to the corporation as of the
time it is authorized, approved or ratified, by the Board of Directors, a
committee of the Board of Directors, or the stockholders.
-14-
Common or interested directors may be counted in determining the presence
of a quorum at a meeting of the Board of Directors or of a committee which
authorizes the contract or transaction.
5.8 Severability. Any determination that any provision of these Bylaws
------------
is for any reason inapplicable, illegal or ineffective shall not affect or
invalidate any other provision of these Bylaws.
5.9 Pronouns. All pronouns used in these Bylaws shall be deemed to refer
--------
to the masculine, feminine or neuter, singular or plural, as the identity of the
person or persons may require.
ARTICLE 6 - Amendments
----------------------
6.1 By the Board of Directors. These Bylaws may be altered, amended or
-------------------------
repealed or new bylaws may be adopted by the affirmative vote of all of the
directors then in office at any regular or special meeting of the Board of
Directors.
6.2 By the Stockholders. These Bylaws may be altered, amended or
-------------------
repealed or new bylaws may be adopted by the affirmative vote of the holders of
a majority of the shares of the capital stock of the corporation issued and
outstanding and entitled to vote at any regular meeting of stockholders, or at
any special meeting of stockholders, provided notice of such alteration,
amendment, repeal or adoption of new bylaws shall have been stated in the notice
of such special meeting.
-15-