EXHIBIT 3.2
As Amended and Restated
Through 03/20/96
THERMEDICS DETECTION INC.
BY-LAWS
TABLE OF CONTENTS
Title Page
Article I - General 1
Section 1.1. Offices 1
Section 1.2. Seal 1
Section 1.3. Fiscal Year 1
Article II - Stockholders 1
Section 2.1. Place of Meeting 1
Section 2.2. Annual Meetings 1
Section 2.3. Special Meetings 1
Section 2.4. Notice of Meetings 2
Section 2.5. Quorum 2
Section 2.6. Voting 2
Section 2.7. Inspectors of Election 3
Section 2.8. Action Without Meeting 3
Article III - Directors 3
Section 3.1. Powers 3
Section 3.2. Number, Election and Term of Office 3
Section 3.3. Place of Meetings 3
Section 3.4. Annual Meetings 3
Section 3.5. Regular Meetings 3
Section 3.6. Special Meetings 4
Section 3.7. Notice of Meetings 4
Section 3.8. Quorum 4
Section 3.9. Voting 4
Section 3.10. Action Without Meeting 4
Section 3.11. Meetings by Telephone Conference Calls 4
Section 3.12. Resignations 5
Section 3.13. Removal 5
Section 3.14. Vacancies 5
Title Page
Section 3.15. Compensation of Directors 5
Section 3.16. Committees 5
Section 3.17. Issuance of Stock 5
Article IV - Officers 5
Section 4.1. Officers 5
Section 4.2. Election and Term of Office 6
Section 4.3. President 6
Section 4.4. Vice Presidents 6
Section 4.5. Treasurer and Assistant Treasurer 6
Section 4.6. Clerk and Assistant Clerk 6
Section 4.7. Secretary and Assistant Secretary 7
Section 4.8. Resignation 7
Section 4.9. Removal 7
Section 4.10. Vacancies 7
Section 4.11. Subordinate Officers 7
Section 4.12. Compensation 7
Article V - Stock 7
Section 5.1. Stock Certificates 7
Section 5.2. Transfer of Stock 8
Section 5.3. Fixing Date for Determination of
Stockholders' Rights 8
Section 5.4. Lost, Mutilated or Destroyed Certificates 9
Article VI - Miscellaneous Management Provisions 9
Section 6.1. Execution of Instruments 9
Section 6.2. Corporate Records 9
Section 6.3. Voting of Securities owned by
this Corporation 9
Section 6.4. Conflict of Interest 10
Section 6.5. Indemnification 10
Article VII - Amendments 10
Section 7.1. General 10
Section 7.2. Date of Annual Meeting of Stockholders 11
Article VIII - Miscellaneous 11
Section 8.1. Massachusetts Control Share Acquisition
Act 11
THERMEDICS DETECTION INC.
BY-LAWS
ARTICLE I - GENERAL
Section 1.1. OFFICES. The principal office of the corporation shall be in
Chelmsford, Massachusetts. The corporation may also have offices at such other
place or places within or without Massachusetts as the Board of Directors may
from time to time determine or the business of the corporation may require.
Section 1.2. SEAL. The seal of the corporation shall be in the form of a
circle inscribed with the name of the corporation, the year of its incorporation
and the word "Massachusetts." When authorized by the Board of Directors and to
the extent not prohibited by law, a facsimile of the corporate seal may be
affixed or reproduced.
Section 1.3. FISCAL YEAR. The fiscal year of the corporation shall be the
twelve months ending on the Saturday nearest December 31 in each year.
ARTICLE II - STOCKHOLDERS
Section 2.1. PLACE OF MEETING. Meetings of stockholders shall be held at
the principal office of the corporation or, to the extent permitted by the
Articles of Organization, at such other place within the United States as the
Board of Directors may from time to time designate.
Section 2.2. ANNUAL MEETINGS. The annual meeting of stockholders shall be
held at 10:00 a.m., or such other hour as may from time to time be designated by
the Board of Directors, on the second Tuesday of February in each year, or any
date within six months of the end of the Corporation's fiscal year, for the
purpose of electing a Board of Directors and transacting such other business as
may properly be brought before such meeting. At the annual meeting any business
may be transacted whether or not the notice of such meeting shall have contained
a reference thereto, except where such a reference is required by law, the
Articles of Organization or these By-laws. If the annual meeting is not held on
the date determined in accordance with this Section, a special meeting in lieu
of the annual meeting may be held with all the force and effect of an annual
meeting.
Section 2.3. SPECIAL MEETINGS. Special meetings of stockholders may be
called by the President or by the Board of Directors, and shall be called by
the Clerk or, in case of death, absence, incapacity or refusal of the Clerk, by
any other officer, upon written application of one or more stockholders who hold
at least one tenth part in interest of the capital stock entitled to vote at the
meeting. At any special meeting only business to which a reference shall have
been contained in the notice of such meeting may be transacted.
Section 2.4. NOTICE OF MEETINGS. Written or printed notice of each
meeting of stockholders, stating the place, date and hour and the purposes of
the meeting shall be given by the Clerk or other officer calling the meeting at
least seven days, but not more than sixty days before the meeting to each
stockholder entitled to vote at the meeting or entitled to such notice by
leaving such notice with him at his residence or usual place of business or by
mailing it, postage prepaid, and addressed to the stockholder at his address as
it appears in the records of the corporation. No notice need be given to any
stockholder if he, or his authorized attorney, waives such notice by a writing
executed before or after the meeting and filed with the records of the meeting
or by his presence, in person or by proxy, at the meeting. Any person
authorized to give notice of any such meeting may make affidavit of such notice,
which, as to the facts therein stated, shall be conclusive. It shall be the
duty of every stockholder to furnish to the Clerk of the corporation or to the
transfer agent, if any, of the class of stock owned by him, his current post
office address.
Section 2.5. QUORUM. At all meetings of stockholders the holders of a
majority in interest of all capital stock entitled to vote at such meeting or,
if two or more classes of stock are issued, outstanding and entitled to vote as
separate classes, a majority in interest of each class, present in person or
represented by proxy, shall constitute a quorum. The announcement of a quorum
by the officer presiding at the meeting shall constitute a conclusive
determination that a quorum is present. The absence of such an announcement
shall have no significance. Shares of its own stock held by the corporation or
held for its use and benefit shall not be counted in determining the total
number of shares outstanding at any particular time. If a quorum is not present
or represented, the stockholders present or represented and entitled to vote at
such meeting, by a majority vote, may adjourn the meeting from time to time,
without notice other than announcement at the meeting until a quorum is present
or represented. At any adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted if
the meeting had been held as originally called. The stockholders present at a
duly organized meeting may continue to transact business until adjournment
notwithstanding the withdrawal of one or more stockholders so as to leave less
than a quorum.
Section 2.6. VOTING. Except as otherwise provided by law or the Articles
of Organization, at all meetings of stockholders each stockholder shall have one
vote for each share of stock entitled to vote and registered in his name and a
proportionate vote for a fractional share. Any stockholder may vote in person or
by proxy dated not more than six months prior to the meeting and filed with the
Clerk of the meeting. Every proxy shall be in writing subscribed by a
stockholder or his authorized attorney-in-fact, and dated. 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. No proxy shall be valid after final adjournment of the meeting. Voting on
all matters, including the election of directors, shall be by voice vote unless
voting by ballot is requested by any stockholder. Except as otherwise provided
by law, the Articles of Organization, or these By-laws, at all meetings of
stockholders all questions shall be determined by a vote of a majority of the
shares voting, or, if two or more classes of stock are entitled to vote as
separate classes, a vote of a majority of the shares voting of each class
voting, present in person or
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represented by proxy. The corporation shall not, directly or indirectly, vote
shares of its own stock.
Section 2.7. INSPECTORS OF ELECTION. Two inspectors may be appointed by
the Board of Directors before or at each meeting of stockholders, or, if no such
appointment shall have been made, the presiding officer may make such
appointment at the meeting. At the meeting for which they are appointed, such
inspectors shall open and close the polls, receive and take charge of the
proxies and ballots, and decide all questions touching on the qualifications of
voters, the validity of proxies and the acceptance and rejection of votes. If
any inspector previously appointed shall fail to attend or refuse or be unable
to serve, the presiding officer shall appoint an inspector in his place.
Section 2.8. ACTION WITHOUT MEETING. Any action which may be taken by
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 consents shall be
treated for all purposes as a vote at a meeting.
ARTICLE III - DIRECTORS
Section 3.1. POWERS. Except as otherwise provided by law, the Articles of
Organization or these By-laws, the business of the corporation shall be managed
by a Board of Directors who may exercise all the powers of the corporation.
Section 3.2. NUMBER, ELECTION AND TERM OF OFFICE. The Board of Directors
shall consist of not less than two nor more than nine directors. Within the
limits specified, the number of directors shall be determined (a) by a vote of
the stockholders at the annual meeting, or (b) by a vote of the stockholders at
a special meeting called for the purpose by the Board of Directors, or (c) by
vote of the Board of Directors. Except for the initial directors and except as
provided in Section 3.14, the directors shall be elected at the annual meeting
of the stockholders or at a special meeting. All directors shall hold office
until the following annual meeting or special meeting in lieu of the annual
meeting and until their successors are chosen and qualified.
Section 3.3. PLACE OF MEETINGS. Meetings of the Board of Directors may be
held at any place within or without the Commonwealth of Massachusetts.
Section 3.4. ANNUAL MEETINGS. A meeting of the Board of Directors for the
election of officers and the transaction of general business shall be held each
year beginning in 1986, at the place of and immediately after the final
adjournment of the annual meeting of stockholders or the special meeting in lieu
of the annual meeting. No notice of such annual meeting need be given.
Section 3.5. REGULAR MEETINGS. Regular meetings of the Board of Directors
may be held, without notice, at such time and place as the Board of Directors
may determine. Any
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director not present at the time of the determination shall be advised, in
writing, of any such determination.
Section 3.6. SPECIAL MEETINGS. Special meetings of the Board of
Directors, including meetings in lieu of the annual or regular meetings, may be
held upon notice at any time upon the call of the President and shall be called
by the President or the Clerk or, in case of the death, absence, incapacity or
refusal of the Clerk, by any other officer, upon written application, signed by
any two directors, stating the purpose of the meeting.
Section 3.7. NOTICE OF MEETINGS. Wherever notice of any meetings of the
Board of Directors is required by these By-laws or by vote of the Board of
Directors, such notice shall state the place, date and hour of the meeting and
shall be given to each director by the President, Clerk or other officer calling
the meeting at least two days prior to such meeting if given in person, by
telephone or by telegram or at least four days prior to such meeting if given by
mail. Notice shall be deemed to have been duly given, if by mail, by depositing
the notice in the post office as a first class letter, postage prepaid, or, if
by telegram, by completing and filing the notice on a telegraph blank and paying
the requisite fee at any telegraph office, the letter or telegram being
addressed to the director at his last known mailing address as it appears on the
books of the corporation. No notice need be given to any director who waives
such notice by a writing executed before or after the meeting and filed with the
records of the meeting or by his attendance at the meeting without protesting at
or before the commencement of the meeting the lack of notice to him. No notice
of adjourned meetings of the Board of Directors need be given.
Section 3.8. QUORUM. At all meetings of the Board of Directors, a
majority of the directors then in office shall constitute a quorum. If a quorum
is not present, those present may adjourn the meeting from time to time until a
quorum is obtained. At any adjourned meeting at which a quorum shall be
present, any business may be transacted which might have been transacted if the
meeting had been held as originally called.
Section 3.9. VOTING. At any meeting of the Board of Directors, the vote
of a majority of those present shall decide any matter except as otherwise
provided by law, the Articles of Organization or these By-laws.
Section 3.10. ACTION WITHOUT MEETING. Any action which may be taken at
any meeting of the Board of 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 the Board of Directors. Such consents shall
be treated for all purposes as a vote at a meeting.
Section 3.11. MEETINGS BY TELEPHONE CONFERENCE CALLS. Directors or
members of any committee designated by the Board of Directors may participate in
a meeting of the Board of Directors or such committee 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.
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Section 3.12. RESIGNATIONS. Any director may resign by giving written
notice to the President or Clerk. Such resignation shall take effect at the
time or upon the event specified therein, or, if none is specified, upon
receipt. Unless otherwise specified in the resignation, its acceptance shall not
be necessary to make it effective.
Section 3.13. REMOVAL. A director may be removed from office with or
without cause by vote of the holders of a majority in interest of the stock
entitled to vote in the election of such director and may be removed from office
with cause by vote of a majority of the directors then in office. A director
may be removed for cause only after reasonable notice and opportunity to be
heard before the body proposing to remove him.
Section 3.14. VACANCIES. In the event of a vacancy in the Board of
Directors, by reason of an enlargement of the Board of Directors or otherwise,
the remaining directors, by majority vote, may elect a director to fill such
vacancy and may exercise the powers of the full Board of Directors until the
vacancy is filled.
Section 3.15. 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 in any other capacity and receiving compensation therefor.
Section 3.16. COMMITTEES. The Board of Directors may, by vote of a
majority of the directors then in office, appoint from their number one or more
committees and delegate to such committees some or all of their powers to the
extent permitted by law, the Articles of Organization or these By-laws. Except
as the Board of Directors may otherwise determine, any such committee shall be
governed in the conduct of its business by the rules governing the conduct of
the business of the Board of Directors contained in these By-laws and may, by
majority vote of the entire committee, make other rules for the conduct of its
business. The Board of Directors shall have power at any time to fill vacancies
in any such committees, to change its membership or to discharge the committee.
Section 3.17. ISSUANCE OF STOCK. The Board of Directors shall have power
to issue and sell or otherwise dispose of such shares of the corporation's
authorized but unissued capital stock to such persons and at such times and for
such consideration, cash, property, services, expenses, or otherwise, and upon
such terms as it shall determine from time to time.
ARTICLE IV - OFFICERS
Section 4.1. OFFICERS. The officers of the corporation shall consist of a
President, a Treasurer, a Clerk, and such other officers with such other titles
as the Board of Directors may determine including but not limited to a Chairman
of the Board, a Secretary, one or more Vice Presidents, Assistant Treasurers and
Assistant Clerks, and Assistant Secretaries. Any two offices may be held by the
same person except that the Clerk shall not also serve as President or
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Treasurer. Any officer may be required to give a bond for the faithful
performance of his duties in such form and with such sureties as the Board of
Directors may determine.
Section 4.2. ELECTION AND TERM OF OFFICE. Except for the initial officers
and except as provided in Section 4.10, the President, Treasurer and Clerk shall
be elected by the Board of Directors at its annual meeting or at the special
meeting held in lieu of the annual meeting and shall hold office until the
following annual meeting of the Board of Directors or the special meeting in
lieu of said annual meeting and until their successors are chosen and qualified.
Other officers may be chosen by the Board of Directors at the annual meeting or
any other meeting and shall hold office for such period as the Board of
Directors may prescribe.
Section 4.3. PRESIDENT. Unless the Board of Directors otherwise
determines, the President shall be the chief executive officer of the
corporation. He shall have the general control and management of the
corporation's business and affairs. He need not be a director. Unless there is
a Chairman of the Board, the President shall preside at all meetings of the
Board of Directors and of the stockholders.
Section 4.4. VICE PRESIDENTS. The Vice President, or if there be more
than one, the Vice Presidents, shall perform such of the duties of the President
on behalf of the corporation as may be respectively assigned to him or them from
time to time by the Board of Directors or the President. The Board of directors
may designate a Vice President as the Executive Vice President, and in the
absence or inability of the President to act, such Executive Vice President
shall have and possess all of the powers and discharge all of the duties of the
President, subject to the control of the Board of Directors.
Section 4.5. TREASURER AND ASSISTANT TREASURER. The Treasurer shall be
the principal financial officer of the corporation. He shall have custody and
control over all funds and securities of the corporation, maintain full and
adequate accounts of all moneys received and paid by him on account of the
corporation and, subject to the control of the Board of Directors, discharge all
duties incident to the office of Treasurer. Any Assistant Treasurer shall
perform such of the duties of the Treasurer and such other duties as the Board
of Directors, the President or the Treasurer may designate. The Treasurer shall
have authority, in connection with the normal business of the corporation, to
sign contracts, bids, bonds, powers of attorney and other documents when
required.
Section 4.6. CLERK AND ASSISTANT CLERK. The Clerk shall be the principal
recording officer of the corporation. He shall record all proceedings of the
stockholders and discharge all duties incident to the office of Clerk. Unless a
Secretary is appointed by the Board of Directors to perform such duties, the
Clerk shall record all proceedings of the Board of Directors and of any
committees appointed by the Board of Directors. Any Assistant Clerk shall
perform such of the duties of the Clerk and such other duties as the Board of
Directors, the President or the Clerk may designate. In the absence of the
Clerk or any Assistant Clerk from any meeting of stockholders, the Board of
Directors or any committee appointed by the Board of Directors, a Temporary
Clerk designated by the person presiding at the meeting shall perform the
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duties of the Clerk. The Clerk shall be a resident of the Commonwealth of
Massachusetts unless a resident agent has been appointed by the corporation
pursuant to law to accept service of process.
Section 4.7. SECRETARY AND ASSISTANT SECRETARY. If appointed by the Board
of Directors, the Secretary shall record all proceedings of the Board of
Directors and discharge all duties incident to the office of Secretary. Any
Assistant Secretary shall perform such of the duties of the Secretary and such
other duties as the Board of Directors, President or Secretary may designate.
The Board of Directors and any committee appointed by the Board of Directors may
appoint a Secretary and one or more Assistant Secretaries to perform the
functions of the Secretary and Assistant Secretary for such committee.
Section 4.8. RESIGNATION. Any officer may resign by giving written notice
to the President or Clerk. Such resignation shall take effect at the time or
upon the event specified therein, or, if none is specified, upon receipt.
Unless otherwise specified in the resignation, its acceptance shall not be
necessary to make it effective.
Section 4.9. REMOVAL. An officer may be removed from office with cause,
after reasonable notice and opportunity to be heard, or without cause, in either
case, by vote of a majority of the directors then in office.
Section 4.10. 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
President, Treasurer and Clerk.
Section 4.11. SUBORDINATE OFFICERS. The Board of Directors may, from time
to time, authorize any officer to appoint and remove subordinate officers and to
prescribe their powers and duties. The term "subordinate officers" shall in no
event include the President, Treasurer and Clerk.
Section 4.12. COMPENSATION. The Board of Directors may fix the
compensation of all officers of the corporation and may authorize any officer
upon whom the power of appointing subordinate officers may have been conferred
to fix the compensation of such subordinate officers.
ARTICLE V - STOCK
Section 5.1. STOCK CERTIFICATES. Each stockholder shall be entitled to a
certificate or certificates of stock of the corporation in such form as the
Board of Directors may from time to time prescribe. Each certificate shall be
duly numbered and entered in the books of the corporation as it is issued, shall
state the holder's name and the number and the class and the designation of the
series, if any, of his shares, shall be signed by the Chief Executive Officer,
President or a Vice President and by the Treasurer or an Assistant Treasurer and
may, but need not, be sealed with the seal of the corporation. If any stock
certificate is signed by a transfer agent, or by a registrar, other than a
director, officer or employee of the corporation, the
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signatures thereon of the officers may be facsimiles. In case any officer who
has signed or whose facsimile signature has been placed on any certificate shall
have ceased to be such officer before such certificate is issued, it may
nevertheless be issued by the corporation and delivered with the same effect as
if he were such officer at the time of its issue. Every certificate of stock
which is subject to any restriction on transfer pursuant to the Articles of
Organization, the By-laws or any agreement to which the corporation is a party,
shall have the restrictions noted conspicuously on the certificate and shall
also set forth on the face or back of the certificate either (i) the full text
of the restriction, or (ii) 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 certificate
issued at a time when the corporation is authorized to issue more than one class
or series of stock shall set forth upon the face or back of the certificate
either (i) 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 (ii) 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.
Section 5.2. TRANSFER OF STOCK. Subject to any transfer restrictions then
in force, the shares of stock of the corporation shall be transferable only upon
its books by the holders thereof in person or by their duly authorized attorneys
or legal representatives. Such transfer shall be effected by delivery of the
old certificate, together with a duly executed assignment and power to transfer
endorsed thereon or attached thereto and with such proof of the authenticity of
the signature and such proof of authority to make the transfer as the
corporation or its agents may reasonably require, to the person in charge of the
stock and transfer books and ledgers or to such other person as the Board of
Directors may designate, who shall thereupon cancel the old certificate and
issue a new certificate. The corporation may treat the holder of record of any
share or shares of stock as the owner of such stock, and shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person, whether or not it shall have notice thereof, express or
otherwise.
Section 5.3. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS' RIGHTS. The
Board of Directors may fix in advance a time, not exceeding sixty days preceding
the date of any meeting of stockholders, or the date for the payment of any
dividend or the making of any distribution to stockholders, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, or the last date on which the consent or
dissent or stockholders may be effectively expressed for any purpose, as the
record date for determining the stockholders entitled to notice of, and to vote
at, such meeting and any adjournment thereof, to receive such dividend or
distribution, to receive such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital stock, or to
express such consent or dissent. In such case only stockholders of record on
the date so fixed shall have such right, notwithstanding any transfer of stock
on the books of the corporation after the record date. In any case in which the
Board of Directors does not fix a record date or provide for the closing of the
transfer books, the record date shall be the thirtieth day next preceding the
date of such meeting, the dividend payment or distribution date, the date for
allotment of rights, the date for exercising of rights in respect of any such
change, conversion
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or exchange of capital stock, or the date for expressing such consent or
dissent, as the case may be.
Section 5.4. LOST, MUTILATED OR DESTROYED CERTIFICATES. No certificates
for shares of stock of the corporation shall be issued in place of any
certificate alleged to have been lost, mutilated or destroyed, except upon
production of such evidence of the loss, mutilation or destruction and upon
indemnification of the corporation and its agents to such extent and in such
manner as the Board of Directors may prescribe and as required by law.
ARTICLE VI - MISCELLANEOUS MANANAGEMENT PROVISIONS
Section 6.1. EXECUTION OF INSTRUMENTS. Except as otherwise provided in
these By-laws or as the Board of Directors may generally or in particular cases
authorize the execution thereof in some other manner, all instruments,
documents, deeds, leases, transfers, contract, bonds, notes, checks, drafts and
other obligations made, accepted or endorsed by the corporation shall be signed
by the President or a Vice President, or by the Treasurer or an Assistant
Treasurer, or by the Clerk. Facsimile signatures may be used in the manner and
to the extent authorized generally or in particular cases by the Board of
Directors.
Section 6.2. 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 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 the Commonwealth of Massachusetts at the principal office
of the corporation, or at an office of its Clerk, its resident agent or its
transfer agent. The copies and records need not all be kept in the same office.
They shall be available at all reasonable times for inspection by any
stockholder for any proper purpose. They shall not be available for inspection
to secure a list of stockholders or other information for the purpose of selling
such 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.
Section 6.3. VOTING OF SECURITIES OWNED BY THIS CORPORATION. Subject
always to the specific directions of the Board of Directors, (a) any shares or
other securities issued by any other corporation and owned or controlled by this
corporation may be voted in person at any meeting of security holders of such
other corporation by the President of this corporation if he is present at such
meeting, or in his absence by the Treasurer of this corporation if he is present
at such meeting, and (b) whenever, in the judgment of the President, it is
desirable for this corporation to execute a proxy or written consent in respect
to any shares or other securities issued by any other corporation and owned by
this corporation, such proxy or consent shall be executed in the name of this
corporation by the President, without the necessity of any authorization by the
Board of Directors, affixation of corporate seal or countersignature or
attestation by another officer, provided that if the President is unable to
execute such proxy or consent by reason of sickness, absence from the United
States or other similar cause, the Treasurer may execute such proxy or consent.
Any person or persons designated in the manner
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above stated as the proxy or proxies of this corporation shall have full right,
power and authority to vote the shares or other securities issued by such other
corporation and owned by this corporation the same as such shares or other
securities might be voted by this corporation.
Section 6.4. CONFLICT OF INTEREST. No contract or other transaction of
the corporation shall, in the absence of fraud, be affected or invalidated by
the fact that any stockholder, director or officer of the corporation or any
corporation, firm or association of which he may be a director, officer,
stockholder or member may be a party to or may have an interest, pecuniary or
otherwise, in, any such contract or other transaction, provided that the nature
and extent of his interest was disclosed to, or known by, the entire Board of
Directors before acting on such contract or other transaction. Except in the
case of any contract or other transaction between the corporation and any other
corporation controlling, controlled by or under common control with the
corporation, any director of the corporation who is also a director, officer,
stockholder or member of any corporation, firm or association with which the
corporation proposes to contract or transact any business, or who has an
interest, pecuniary or otherwise, in any such contract or other transaction, may
not be counted in determining the existence of a quorum at any meeting of the
Board of Directors which shall authorize any such contract or such transaction,
and such director shall not participate in the vote to authorize any such
contract or transaction. Any such contract or transaction may be authorized or
approved by a majority of the directors then in office and not disqualified by
this Section 6.4 to vote on such matters, even though the disinterested
directors do not constitute a quorum.
Section 6.5. INDEMNIFICATION. The corporation shall indemnify each
director and officer against all judgments, fines, settlement payments and
expenses, including reasonable attorneys' fees, paid or incurred in connection
with any claim, action, suit or proceeding, civil or criminal, to which he may
be made a party or with which he may be threatened by reason of his being or
having been a director or officer of the corporation, or, at its request, a
director, officer, stockholder or member of any other corporation, firm or
association of which the corporation is a stockholder or creditor and by which
he is not so indemnified, or by reason of any action or omission by him in such
capacity, whether or not he continues to be a director or officer at the time of
incurring such expenses or at the time the indemnification is made. No
indemnification shall be made hereunder (a) with respect to payments and
expenses incurred in relation to matters as to which he shall be finally
adjudged in such action, suit or proceeding not to have acted in good faith and
in the reasonable belief that his action was in the best interests of the
corporation, or (b) otherwise prohibited by law. The foregoing right of
indemnification shall not be exclusive of other rights to which any director or
officer may otherwise be entitled and shall inure to the benefit of the executor
or administrator of such director or officer.
ARTICLE VII - AMENDMENTS
Section 7.1. GENERAL. These By-laws may be amended, added to or repealed,
in whole or in part, (a) by vote of the stockholders at a meeting, where the
substance of the proposed amendment is stated in the notice of the meeting, or
(b) by vote of a majority of the directors then in office, except that no
amendment may be made by the Board of Directors on
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matters reserved to the stockholders by law or the Articles of Organization or
which changes the provisions of these By-laws relating to meetings of
stockholders, to the removal of directors or to the requirements for amendment
of these By-laws. Notice of any amendment, addition or repeal of any By-law by
the Board of Directors stating the substance of such action shall be given to
all stockholders not later than the time when notice is given of the meeting of
stockholders next following such action by the Board of Directors. Any By-law
adopted by the Board of Directors may be amended or repealed by the
stockholders.
Section 7.2. DATE OF ANNUAL MEETING OF STOCKHOLDERS. No amendment of
these By-laws changing the date of the annual meeting of stockholders may be
made within sixty days before the date fixed in these By-laws for such meeting.
Notice of such change shall be given to all stockholders at least twenty days
before the new date fixed for the meeting.
ARTICLE VIII - MISCELLANEOUS
Section 8.1. MASSACHUSETTS CONTROL SHARE ACQUISITION ACT. Pursuant to
Section 2(c) of Chapter 110D of the Massachusetts General Laws, the Corporation
has elected that the provisions of said Chapter 110D shall not apply to "control
share acquisitions" (as defined in said Chapter 110D) of this Corporation.
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