Exhibit 3.2
PAREXEL INTERNATIONAL CORPORATION
**************
SECOND AMENDED AND RESTATED
BY-LAWS
Adopted ______, 2001
**************
ARTICLE I
---------
Stockholders
------------
1. Annual Meeting. The normal meeting of stockholders shall be held on the
--------------
second Thursday in November in each year (or if that be a legal holiday in the
place where the meeting is to be held, on the next succeeding full business day)
at 2:00 p.m., unless a different date or hour for such meeting is fixed by the
Directors or the Chief Executive Officer and stated in the notice of the
meeting. The purposes for which the annual meeting is to be held, in addition to
those prescribed by law, by the Articles of Organization or by these By-laws,
may be specified by the Directors or the Chief Executive Officer.
2. Special Meetings. Special meetings of stockholders may be called by the
----------------
Chief Executive Officer or by the Directors. Upon written application of one or
more stockholders who hold at least 10% in interest of the capital stock
entitled to vote at a meeting, a special meeting shall be called by the Clerk,
or in the case of the death, absence, incapacity or refusal of the Clerk, by
another officer. Notwithstanding the immediately preceding sentence, if the
corporation has a class of voting stock registered under the Securities Exchange
Act of 1934, as amended, upon written application of one or more stockholders
who hold at least 33-1/3% in interest of the capital stock entitled to vote at a
meeting, a special meeting shall be called by the Clerk, or in case of the
death, absence, incapacity or refusal of the Clerk, by any other officer.
-2-
3. Place of Meetings. All meetings of stockholders shall be held at the
-----------------
principal office of the corporation unless a different place (within or without
Massachusetts, but within the United States) is fixed by the Directors or the
Chief Executive Officer and stated in the notice of the meeting.
4. Notice of Meetings. A written notice of the place, date and hour of all
------------------
meetings of stockholders stating the purpose of the meeting shall be given by
the Clerk or an Assistant Clerk or by the person calling the meeting at least
twenty days before the meeting or such longer period as is required by law to
each stockholder entitled to vote thereat and to each stockholder who under the
law, under the Articles of Organization or under these By-laws, is entitled to
such notice, by leaving such notice with him or at his residence or usual place
of business, or by mailing it, postage prepaid, and addressed to such
stockholder at his address as it appears in the records of the corporation.
Whenever notice of a meeting is required to be given a stockholder under any
provision of the Massachusetts Business Corporation Law or of the Articles of
Organization or these By-laws, a written waiver thereof, executed before or
after the meeting by such stockholder or his attorney thereunto authorized and
filed with the records of the meeting, shall be deemed equivalent to such
notice.
5. Notice of Stockholder Business. The following provisions of this
------------------------------
Section 5 shall apply to the conduct of business at any meeting of the
stockholders. (As used in this Section 5, the term annual meeting shall include
a special meeting in lieu of annual meeting.)
(a) At any meeting of the stockholders, only such business shall be
conducted as shall have been brought before the meeting (i) pursuant to the
corporation's notice of meeting, (ii) by or at the direction of the Board of
Directors or (iii) by any stockholder of the corporation who is a stockholder of
record at the time of giving of the notice provided for in paragraph (b) of this
Section 5, who shall be entitled to vote at such meeting and who complies with
the notice procedures set forth in paragraph (b) of this Section 5.
(b) For business to be properly brought before any meeting of the
stockholders by a stockholder pursuant to clause (iii) of paragraph (a) of this
By-law, the stockholder must have given timely notice thereof in writing to the
Clerk of the corporation. To be timely, a stockholder's notice must be delivered
to or mailed and received at the principal executive offices of the corporation
(i) in the case of any annual meeting, not less than sixty days nor more than
ninety days prior to the date specified in Section 1 above for such annual
meeting, regardless of
-3-
any postponements, deferrals or adjournments of that meeting to a later date;
provided, however, that if a special meeting in lieu of annual meeting of
stockholders is to be held on a date prior to the date specified in Section 1
above, and if less than seventy days' notice or prior public disclosure of the
date of such special meeting in lieu of annual meeting is given or made, notice
by the stockholder to be timely must be so delivered or received not later than
the close of business on the tenth day following the earlier of the date on
which notice of the date of such special meeting in lieu of annual meeting was
mailed or the day on which public disclosure was made of the date of such
special meeting in lieu of annual meeting; and (ii) in the case of a special
meeting (other than a special meeting in lieu of an annual meeting), not later
than the tenth day following the earlier of the day on which notice of the date
of the scheduled meeting was mailed or the day on which public disclosure was
made of the date of the scheduled meeting. A stockholder's notice to the Clerk
shall set forth as to each matter the stockholder proposes to bring before the
meeting, (i) a brief description of the business desired to be brought before
the meeting and the reasons for conducting such business at the meeting, (ii)
the name and address, as they appear on the corporation's books, of the
stockholder proposing such business, the name and address of the beneficial
owner, if any, on whose behalf the proposal is made, and the name and address of
any other stockholders or beneficial owners known by such stockholder to be
supporting such proposal, (iii) the class and number of shares of the
corporation which are owned beneficially and of record by such stockholder of
record, by the beneficial owner, if any, on whose behalf the proposal is made
and by any other stockholders or beneficial owners known by such stockholder of
record and/or of the beneficial owner, if any, on whose behalf the proposal is
made, in such proposed business and any material interest of any other
stockholders or beneficial owners known by such stockholder to be supporting
such proposal in such proposed business, to the extent known by such
stockholder.
(c) Notwithstanding anything in these By-laws to the contrary, no
business shall be conducted at a meeting except in accordance with the
procedures set forth in this By-law. The person presiding at the meeting shall,
if the facts warrant, determine that business was not properly brought before
the meeting and in accordance with the procedures prescribed by these By-laws,
and if he should so determine, he shall so declare at the meeting and any such
business not properly brought before the meeting shall not be transacted.
Notwithstanding the foregoing provisions of this By-law, a stockholder shall
also comply with all applicable requirements of the
-4-
Securities Exchange Act of 1934, as amended (or any successor provision), and
the rules and regulations thereunder with respect to the matters set forth in
this By-law.
(d) This provision shall not prevent the consideration and approval or
disapproval at the meeting of reports of officers, Directors and committees of
the Board of Directors, but, in connection with such reports, no new business
shall be acted upon at such meeting unless properly brought before the meeting
as herein provided.
6. Quorum. The holders of a majority in interest of all stock issued,
------
outstanding and entitled to vote at a meeting shall constitute a quorum, but a
lesser number may adjourn any meeting from time to time without further notice;
except that, if two or more classes of stock are outstanding and entitled to
vote as separate classes, then in the case of each such class, a quorum shall
consist of the holders of a majority in interest of the stock of that class
issued, outstanding and entitled to vote.
7. Voting and Proxies. Each stockholder shall have one vote for each share
------------------
of stock entitled to vote owned by him and a proportionate vote for a fractional
share, unless otherwise provided by the Articles of Organization in the case
that the corporation has two or more classes or series of stock. Capital stock
shall not be voted if any installment of the subscription therefor has been duly
demanded in accordance with the law of the Commonwealth of Massachusetts and is
overdue and unpaid. Stockholders may vote either in person or by written proxy.
Proxies shall be filed with the clerk of the meeting, or of any adjournment
thereof, before being voted. No proxy dated more than six months before the date
named therein shall be valid and no proxy shall be valid after the final
adjournment of such meeting. Notwithstanding the provisions of the preceding
sentence, a proxy coupled with an interest sufficient in law to support an
irrevocable power, including, without limitation, an interest in shares or in
the corporation generally, may be made irrevocable if it so provides, need not
specify the meeting to which it relates, and shall be valid and enforceable
until the interest terminates, or for such shorter period as may be specified in
the proxy. Except as otherwise limited therein, proxies shall entitle the
persons named therein to vote at any adjournment of such meeting but shall not
be valid after final adjournment of such meeting. A proxy with respect to stock
held in the name of two or more persons shall be valid if executed by any one of
them unless at or prior to exercise of the proxy the corporation receives a
specific written notice to the contrary from any one of them. A proxy purporting
to be executed
-5-
by or on behalf of a stockholder shall be deemed valid unless challenged at or
prior to its exercise and the burden of proving invalidity shall rest on the
challenger.
8. Action at Meeting. When a quorum is present, the holders of a majority
-----------------
of the stock present or represented and voting 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 a majority of the stock of that class present
or represented and voting on a matter), except where a larger vote is required
by law, the Articles of Organization or these By-laws, shall decide any matter
to be voted on by the stockholders. Any election of Directors or officers by the
stockholders shall be determined by a plurality of the votes cast by
stockholders entitled to vote at the election. Any such elections shall be by
ballot if so requested by any stockholder entitled to vote thereon. The
corporation shall not directly or indirectly vote any share of its own stock.
9. Action Without Meeting. Any action required or permitted to be taken at
----------------------
any meeting of the stockholders may be taken without a meeting if all
stockholders entitled to vote on the matter consent to the action in writing and
the written consents are filed with the records of the meetings of stockholders.
Such consent shall be treated for all purposes as a vote at a meeting.
ARTICLE II
----------
Directors
---------
1. Powers. The business of the corporation shall be managed by a Board of
------
Directors who may exercise all the powers of the corporation except as otherwise
provided by law, by the Articles of Organization or by these By-laws. In the
event of 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. Number, Election and Qualification. Tenure; Removal. The number of
---------------------------------------------------
Directors, the provisions governing their election and qualification, their
tenure and removal shall be as provided by law and as set forth in the Articles
of Organization.
3. Meetings. Regular meetings of the Directors may be held without call or
--------
notice at such places and at such times as the Directors may from time to time
determine, provided that any Director who is absent when such determination is
made shall be given notice of the
-6-
determination. A regular meeting of the Directors may be held without a call or
notice at the same place as the annual meeting of stockholders.
Special meetings of the Directors may be held at any time and place
designated in a call by the Chief Executive Officer or two or more Directors.
4. Telephone Conference Meetings. Members of the Board of Directors may
-----------------------------
participate in a meeting of the board by means of a conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other at the same time and participation by such means
shall constitute presence in person at a meeting.
5. Notice of Meetings. Notice of all special meetings of the Directors
------------------
shall be given to each Director by the Secretary, or Assistant Secretary, or if
there be no Secretary or Assistant Secretary, by the Clerk, or Assistant Clerk,
or in case of the death, absence, incapacity or refusal of such persons, by the
officer or one of the Directors calling the meeting. Notice shall be given to
each Director in person or by telephone or by telegram sent to his business or
home address at least twenty-four hours in advance of the meeting, or by written
notice mailed to his business or home address at least forty-eight hours in
advance of the meeting. Notice of a meeting need not be given to any Director if
a written waiver of notice, executed by him before or after the meeting, is
filed with the records of the meeting, or to any Director who attends the
meeting without protesting prior thereto or at its commencement the lack of
notice to him. A notice or waiver of notice of a Directors' meeting need not
specify the purposes of the meeting.
6. Quorum. At any meeting of the Directors, a majority of the Directors
------
then in office shall constitute a quorum. Less than a quorum may adjourn any
meeting from time to time without further notice.
7. Action at Meeting. At any meeting of the Directors at which a quorum is
-----------------
present, a majority of the Directors present may take any action on behalf of
the Board except to the extent that a larger number is required by law or the
Articles of Organization or these By-laws.
8. Action by Consent. Any action required or permitted to be taken at any
-----------------
meeting of the Directors may be taken without a meeting, if all the Directors
consent to the action in writing and the written consents are filed with the
records of the meetings of Directors. Such consents shall be treated for all
purposes as a vote at a meeting.
9. Committees. The Directors may, by vote of a majority of the Directors
----------
then in office, elect from their number an executive or other committees and may
by like vote delegate thereto
-7-
some or all of their powers except those which by law, the Articles of
Organization or these Bylaws they are prohibited from delegating to such
committee. Except as the Directors may otherwise determine, any such 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 may
be in the same manner as is provided by these By-laws for the Directors.
ARTICLE III
-----------
Officers
--------
1. Enumeration. The officers of the corporation shall consist of a
-----------
President, a Treasurer, a Clerk, and such other officers, including without
limitation a Chairman of the Board, a Chief Executive Officer, a Chief Financial
Officer, , one or more Executive Vice Presidents, Senior Vice Presidents, Vice
Presidents, Assistant Treasurers, Assistant Clerks, Secretary and Assistant
Secretaries as may be determined in accordance with these By-laws.
2. Election. The Chief Executive Officer, President, Treasurer, Clerk and
--------
Chief Financial Officer shall be elected annually by the Directors at their
first meeting following the annual meeting of stockholders, or at such other
meeting as the Directors shall determine in accordance with these By-laws. Other
officers may be appointed by the Chief Executive Officer, except that the
Directors shall have the power to rescind any such appointment by vote of a
majority of the Directors then in office.
3. Qualification. The Chief Executive Officer and/or the President may, but
-------------
need not be, a Director. No officer need be a stockholder. Any two or more
offices may be held by the same person, provided that the President and Clerk
shall not be the same person. The Clerk shall be a resident of Massachusetts
unless the corporation has a resident agent appointed for the purpose of service
of process. Any officer may be required by the Directors to give bond for the
faithful performance of his duties to the corporation in such amount and with
such sureties as the Directors may determine.
4. Tenure. Except as otherwise provided by law, by the Articles of
------
Organization or by these By-laws, the Chief Executive Officer, President,
Treasurer and Clerk shall hold office until the first meeting of the Directors
following the next annual meeting of stockholders and until their successors are
chosen and qualified; and all other officers shall hold office until the first
-8-
meeting of the Directors following the next annual meeting of stockholders and
until their successors are chosen and qualified, unless a shorter term is
specified in the vote choosing or appointing them. Any officer may resign by
delivering his written resignation to the corporation at its principal office or
to the Chief Executive Officer, President, Clerk or Secretary, and 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.
5. Removal. The Directors may remove any officer with or without cause by
-------
vote of a majority of the Directors then in office; provided, that an officer
may be removed for cause only after a reasonable notice and opportunity to be
heard before the Board of Directors.
6. Chief Executive Officer, President, Chairman of the Board and
------------------------------------
Vice-President. The Chief Executive Officer of the corporation shall, subject to
--------------
the direction of the Directors, have general supervision and control of its
business. Unless otherwise provided by the Directors he shall preside, when
present, at all meetings of stockholders and, unless a Chairman of the Board has
been elected and is present, of the Directors.
If a Chairman of the Board is elected he shall preside at all meetings of
the Board of Directors at which he is present. The Chairman of the Board shall
have such other powers as the Directors may from time to time designate. Any
Vice-President, including any Executive or Senior Vice Presidents, shall have
such powers as the Directors may from time to time designate.
7. Chief Financial Officer, Treasurer and Assistant Treasurers. The Chief
----------------------------------
Financial Officer shall, subject to the direction of the Directors, have general
charge of the financial affairs of the corporation and shall cause accurate
books of account to be kept. He shall have custody of all funds, securities, and
valuable documents of the corporation, except as the Directors may otherwise
provide.
The Treasurer and any Assistant Treasurer shall have such powers as the
Directors may from time to time designate.
8. Clerk and Assistant Clerks. The Clerk shall record all proceedings of
--------------------------
the stockholders in a book to be kept therefor. Unless a transfer agent is
appointed, the Clerk shall keep or cause to be kept in Massachusetts, at the
principal office of the corporation or at his office, the stock and transfer
records of the corporation, in which are contained the names of all stockholders
and the record address and the amount of stock held by each.
-9-
In case a Secretary is not elected, the Clerk shall record all proceedings
of the Directors in a book to be kept therefor.
In the absence of the Clerk from any meeting of the stockholders, an
Assistant Clerk, if one be elected, otherwise a Temporary Clerk designated by
the person presiding at the meeting, shall perform the duties of the Clerk. Any
Assistant Clerk shall have such additional powers as the Directors may from time
to time designate.
9. Secretary and Assistant Secretaries. If a Secretary is elected, he shall
-----------------------------------
keep a record of the meetings of the Directors and in his absence, an Assistant
Secretary, if one be elected, otherwise a Temporary Secretary designated by the
person presiding at the meeting, shall keep a record of the meetings of the
Directors.
Any Assistant Secretary shall have such additional powers as the Directors
may from time to time designate.
10. Other Powers and Duties. Each officer shall, subject to these By-laws,
-----------------------
have in addition to the duties and powers specifically set forth in these
By-laws, such duties and powers as are customarily incident to his office, and
such duties and powers as the Directors may from time to time designate.
ARTICLE IV
----------
Capital Stock
-------------
1. Certificates of Stock. Subject to the provisions of Section 2 below,
---------------------
each stockholder shall be entitled to a certificate of the capital stock of the
corporation in such form as may be prescribed from time to time by the
Directors. The certificate shall be signed by the Chairman of the Board, the
President or a Vice-President, and by the Treasurer or an Assistant Treasurer;
provided, however, such signatures may be facsimiles if the certificate is
signed by a transfer agent, or by a registrar, other than a Director, officer or
employee of the corporation. In case any officer who has signed or whose
facsimile signature has been placed on such certificate shall have ceased to be
such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer at the time of its
issue.
Every certificate issued for shares of stock at a time when such shares are
subject to any restriction on transfer pursuant to the Articles of Organization,
these By-laws or any agreement
-10-
to which the corporation is a party shall have the restriction noted
conspicuously on the certificate and shall also set forth on the face or back of
the certificate either the full text of the restriction or a statement of the
existence of such restriction and a statement that the corporation will furnish
a copy thereof to the holder of such certificate upon written request and
without charge. Every stock certificate issued by the corporation at a time when
it is authorized to issue more than one class or series of stock shall set forth
upon the face or back of the certificate either the full text of the
preferences, voting powers, qualifications and special and relative rights of
the shares of each class and series, if any, authorized to be issued, as set
forth in the Articles of Organization, or a statement of the existence of such
preferences, powers, qualifications, and rights, and a statement that the
corporation will furnish a copy thereof to the holder of such certificate upon
written request and without charge.
2. Stockholder Open Accounts. The corporation may maintain or caused to be
-------------------------
maintained stockholder open accounts in which may be recorded all stockholders'
ownership of stock and all changes therein. Certificates need not be issued for
shares so recorded in a stockholder open account unless requested by the
stockholder.
3. Transfers. Subject to the restrictions, if any, stated or noted on the
---------
stock certificates, shares of stock may be transferred in the records of the
corporation by the surrender to the corporation or its transfer agent of the
certificate therefor, properly endorsed or accompanied by a written assignment
and power of attorney properly executed, with necessary transfer stamps affixed,
and with such proof of the authenticity of signature as the corporation or its
transfer agent may reasonably require. When such stock certificates are thus
properly surrendered to the corporation or its transfer agent, the corporation
or transfer agent shall cause the records of the corporation to reflect the
transfer of the shares of stock. Except as may be otherwise required by law, by
the Articles of Organization or by these By-laws, the corporation shall be
entitled to treat the record holder of stock as shown in its records as the
owner of such stock for all purposes, including the payment of dividends and the
right to vote with respect thereof, 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 By-laws.
It shall be the duty of each stockholder to notify the corporation of his
post office address.
4. Record Date. The Directors may fix in advance a time which shall be not
-----------
more than sixty (60) days before the date of any meeting of stockholders or the
date for the payment of any
-11-
dividend or the making of any distribution to stockholders or the last day on
which the consent or dissent of stockholders may be effectively expressed for
any purpose, as the record date for determining the stockholders having the
right to notice of and to vote at such meeting and any adjournment thereof or
the right to receive such dividend or distribution or the right to give such
consent or dissent. In such case only stockholders of record on such record date
shall have such right, notwithstanding any transfer of stock on the books of the
corporation after the record date. Without fixing such record date the Directors
may for any of such purposes close the transfer books for all or any part of
such period.
If no record date is fixed and the transfer books are not closed, the
record date for determining stockholders having the right to notice of or to
vote at a meeting of stockholders shall be at the close of business on the day
next preceding the day on which notice is given, and 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 acts with respect thereto.
5. Replacement of Certificates. In case of the alleged loss, mutilation or
---------------------------
destruction of a certificate of stock, a duplicate certificate may be issued in
place thereof, upon such terms and conditions as the Directors may prescribe.
6. Issue of Capital Stock. The whole or any part of the then authorized but
----------------------
unissued shares of each class of stock may be issued at any time or from time to
time by the Board of Directors without action by the stockholders.
7. Reacquisition of Stock. Shares of stock previously issued which have
----------------------
been reacquired by the corporation, may be restored to the status of authorized
but unissued shares by vote of the Board of Directors, without amendment of the
Articles of Organization.
ARTICLE V
---------
Provisions to Directors
Officers, Stockholders and Employees
------------------------------------
1. Certain Contracts and Transactions. In the absence of fraud or bad
----------------------------------
faith, no contract or transaction by this corporation shall be void, voidable or
in any way affected by reason of the fact that the contract or transaction is
(a) with one or more of its officers, Directors, stockholders or employees, (b)
with a person who is in any way interested in this corporation or (c) with a
-12-
corporation, organization or other concern in which an officer, Director,
stockholder or employee of this corporation is an officer, Director, stockholder
or employee of such corporation or in any way interested. The provisions of this
section shall apply notwithstanding the fact that the presence of a Director or
stockholder, with whom a contract or transaction is made or entered into or who
is an officer, director, stockholder or employee of a corporation, organization
or other concern with which a contract or transaction is made or entered into or
who is in any way interested in such contract or transaction, was necessary to
constitute a quorum at the meeting of the Directors (or any authorized committee
thereof) or stockholders at which such contract or transaction was authorized
and/or that the vote of such Director or stockholder was necessary for the
adoption of such contract or transaction, provided that if said interest was
material, it shall have been known or disclosed to the Directors or stockholders
voting at said meeting on said contract or transaction. A general notice to any
person voting on said contract or transaction that an officer, Director,
stockholder or employee has a material interest in any corporation, organization
or other concern shall be sufficient disclosure as to such officer, Director,
stockholder or employee with respect to all contracts and transactions with such
corporation, organization or other concern. This section shall be subject to
amendment or repeal only by action of the stockholders.
2. Indemnification. Each Director and officer of the corporation, and any
---------------
person who, at the request of the corporation, serves as a director or officer
of another organization shall be indemnified by the corporation against any
cost, expense (including attorneys' fees), judgment, liability and/or amount
paid in settlement reasonably incurred by or imposed upon him in connection with
any action, suit or proceeding (including any proceeding before any
administrative or legislative body or agency), to which he may be made a party
or otherwise involved or with which he shall be threatened, by reason of his
being, or related to his status as, a Director or officer of the corporation or
of any other organization, which other organization he serves or has served as
director or officer at the request of the corporation (whether or not he
continues to be an officer or Director of the corporation or such other
organization at the time such action, suit or proceeding is brought or
threatened), unless such indemnification is prohibited by the Business
Corporation Law of the Commonwealth of Massachusetts. The foregoing right of
indemnification shall be in addition to any rights to which any such person may
otherwise be entitled and shall inure to the benefit of the executors or
administrators of each
-13-
such person. The corporation may pay the expenses incurred by any such person in
defending a civil or criminal action, suit or proceeding in advance of the final
disposition of such action, suit, or proceeding, upon receipt of an undertaking
by such person to repay such payment if it is determined that such person is not
entitled to indemnification hereunder. This section shall not affect any rights
to indemnification to which corporate personnel other than Directors and
officers may be entitled by contract or otherwise under law. This section shall
be subject to amendment or repeal only by action of the stockholders, and any
such amendment or repeal shall not affect the rights arising hereunder prior to
the effective date of the amendment or repeal.
ARTICLE VI
----------
Miscellaneous Provisions
------------------------
1. Fiscal Year. Except as from time to time otherwise determined by the
-----------
Directors, the fiscal year of the corporation shall be the twelve (12) months
ending the last day of June. Following any change in the fiscal year previously
adopted, a certificate of such change, signed under the penalties of perjury by
the Clerk or an Assistant Clerk, shall be filed forthwith with the state
secretary.
2. Seal. The seal of this corporation shall, subject to alteration by the
----
Directors, bear its name, the word "Massachusetts", and the year of its
incorporation.
3. Execution of Instruments. All deeds, leases, transfers, contracts,
------------------------
bonds, notes and other obligations authorized to be executed by an officer of
the corporation in its behalf shall be signed by the Chief Executive Officer,
the President, any Vice President or the Chief Financial Officer or Treasurer
except as the Directors may generally or in particular cases otherwise
determine.
4. Voting of Securities. Except as the Directors may otherwise designate,
--------------------
the Chief Executive Officer or Chief Financial Officer may waive notice of, and
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 the corporation.
5. Corporate Records. The original, or attested copies, of the Articles of
-----------------
Organization, By-laws and records of all meetings of incorporators and
stockholders, and the stock and transfer
-14-
records, which shall contain the names of all stockholders and the record
address and the amount of stock held by each, shall be kept in Massachusetts at
the principal office of the corporation or at an office of its transfer agent or
of the Clerk or of its resident agent. Said copies and records need not all be
kept in the same office. They shall be available at all reasonable times to the
inspection of any stockholder for any proper purpose but not to secure a list of
stockholders or other information for the purpose of selling said list or
information or copies thereof or of using the same for a purpose other than in
the interest of the applicant, as a stockholder, relative to the affairs of the
corporation.
6. Articles of Organization. All references in these By-laws to the
------------------------
Articles of Organization shall be deemed to refer to the Restated Articles of
Organization of the corporation, as amended and in effect from time to time.
7. Amendments. These By-laws, to the extent provided in these By-laws, may
----------
be amended or repealed, in whole or in part, and new By-laws adopted either (a)
by the stockholders at any meeting of the stockholders by the affirmative vote
of the holders of at least a majority in interest of the capital stock present
and entitled to vote, provided that notice of the proposed amendment or repeal
or of the proposed making of new By-laws shall have been given in the notice of
such meeting, or (b) if so authorized by the Restated Articles of Organization,
by the Board of Directors at any meeting of the Board by the affirmative vote of
a majority of the Directors then in office, but no amendment or repeal of a
By-law shall be voted by the Board of Directors and no new By-laws shall be made
by the Board of Directors which alters the provisions of these By-laws with
respect to removal of Directors, or the election of committees by Directors and
the delegation of powers thereto, nor shall the Board of Directors make, amend
or repeal any provision of the By-laws which by law, the Restated Articles of
Organization or the By-laws requires action by the stockholders. Not later than
the time of giving notice of the meeting of stockholders next following the
making, amending, or repealing by the Directors of any By-law, notice thereof
stating the substance of such change shall be given to all stockholders entitled
to vote on amending the By-laws. Any By-law or amendment of a By-law made by the
Board of Directors may be amended or repealed by the stockholders by affirmative
vote as above provided in this Section 7.
-15-
8. 1987 Massachusetts Control Share Acquisition Act. The 1987 Massachusetts
------------------------------------------------
Control Share Acquisition Act, Chapter 110D of the Massachusetts General Laws,
as it may be amended from time to time, shall not apply to the corporation.