EXHIBIT 3.4
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CERTIFIED TO BE A TRUE
AND ACCURATE COPY OF
THE ORIGINAL DATE:
/s/ Maurya Suda
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BY-LAWS
OF
COMMUNICATION DEVELOPMENT CORPORATION
Meetings of Shareholders
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1. Place of Meetings. Every meeting of shareholders of COMMUNICATION
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DEVELOPMENT CORPORATION (hereinafter called the Corporation) shall be held at
the principal office of the Corporation or at such other place either within or
without the State of Connecticut as shall be specified in the notice of said
meeting given as hereinafter provided.
2. Annual Meeting. An annual meeting of shareholders of the Corporation for
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the election of directors and for the transaction of such other business as may
properly come before the meeting shall be held on the first Monday of January in
each year, or, if such day shall be a legal holiday, then on the next following
business day, at such hour as shall be specified in the notice thereof.
3. Special Meetings. Special Meetings of shareholders may be called at any
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time by the Board of Directors of the Corporation (hereinafter called the Board)
or by the President or by the Secretary. Business transacted at any special
meeting of shareholder shall be limited to the purposes stated in the notice.
4. Notice of Meetings and Waiver. A notice in writing of each meeting of
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shareholders shall be given by or at the direction of the President or by the
Secretary of the Corporation to each shareholder of record entitled to vote at
such meeting, by leaving such notice with him or at his residence or usual place
of business, or by mailing a copy thereof addressed to him at his last known
post-office address as last shown on the stock records of the Corporation,
postage prepaid, not less than seven days nor more than fifty days before the
date of the meeting. Such notice shall state the general purpose or purposes for
which the meeting is called and the place, day and hour of the meeting. A
written waiver of notice signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be equivalent to
the giving of notice. The attendance of any person at a meeting without
protesting, prior to the commencement of the meeting, the lack of proper notice
shall be deemed to be a waiver by him of notice of such meeting.
5. Voting List. The Secretary of the Corporation shall make, or cause to be
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made, at least five days before each meeting of the shareholders at which notice
is given, a complete list or other equivalent record of the shareholders
entitled to vote at such meeting, arranged in
alphabetical order, with the address of and the number of shares held by each.
Such list or other equivalent record shall, for a period of five days prior to
such meeting, be kept on file at the principal office of the Corporation.
6. Quorum, Adjournment and Manner of Acting. The holders of shares entitled to
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vote present in person or by proxy at any meeting of shareholders shall
constitute a quorum for such meeting. The holders of a majority of the voting
power of the shares entitled to vote represented at a meeting may adjourn such
meeting from time to time. Any business which could have been transacted at any
meeting of shareholders may be transacted at any adjournment thereof, and it
shall not be necessary to give new notice of the adjourned meeting. The
shareholders present at a duly held meeting or at any adjournment thereof at
which a quorum is present may continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum. Except as otherwise provided by statute or the Certificate of
Incorporation, the affirmative vote at a meeting of shareholders duly held and
at which a quorum is present of a majority of the voting power of the shares
represented at such meeting which are entitled to vote on the subject matter
shall be the act of the shareholders. Any action which may be taken at a meeting
of shareholders may be taken without a meeting if consent in writing, setting
forth the action so taken or to be taken is signed by all of the persons who
would be entitled to vote upon such action at a meeting or by their duly
authorized attorneys.
7. Voting and Proxies. Each outstanding share of common stock of the
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Corporation shall be entitled to one vote on each matter submitted to a vote at
a meeting of shareholders. Each shareholder entitled to vote at any meeting of
shareholders or to execute consents, waivers or releases in respect of shares
may do so either in person or by one or more agents authorized by a written
proxy executed by him.
Board of Directors
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8. Authority, Number, Term and Qualification. The business, property and
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affairs of the Corporation shall be managed by the Board. The Board may exercise
all such authority and powers of the Corporation and do all such lawful acts and
things as are not by statute or the Certificate of Incorporation or by these By-
Laws directed or required to be exercised or done by shareholders. The
Corporation shall have three directorships, except that where all the issued and
outstanding shares of common stock of the Corporation are owned beneficially and
of record by less than three shareholders, the number of directorship may be
less than three but not less than the number of shareholders. The number of
directorships may be increased to any number not exceeding seven by resolution
of the shareholders or directors or, in the absence thereof, shall be the number
of directors elected at the last annual meeting of shareholders. Each director
shall hold office from the time of his election and qualification until his
successor shall have been duly elected at the next annual meeting of
shareholders and shall have qualified, or until his death, or until he shall
have resigned or shall have been removed as provided in these By-Laws. Directors
need not be residents of the State of Connecticut or shareholders of the
Corporation.
9. Fees. Directors as such shall not receive any stated salary for their
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services but shall have authority to fix fees, including reasonable allowance
for expenses actually incurred in connection
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with their duties; provided, however, that nothing herein contained shall be
construed so as to preclude any director from serving the Corporation in any
other capacity as an officer agent, or otherwise and receiving compensation
therefor.
10. Place of Meetings. The Board may hold its meetings, regular or special, at
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such place or places within or without the State of Connecticut as it may from
time to time by resolution determine or as shall be specified or fixed in the
respective notices or waivers of notice thereof.
11. Regular Meetings. Each regular meeting of the Board shall be held at such
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time and place: (a) as shall be specified in a resolution adopted by the Board
then in effect; or (b) if there shall not be any such resolution then in effect,
as shall be specified in a notice of such meeting, given as provided in
paragraph 12 of these By-Laws for notices of special meetings of the Board; or
(c) as shall be specified in a waiver of notice thereof signed by all the
directors of the Corporation then in office. If at the time any regular meeting
of the Board is to be held the time and place of holding regular meetings of the
Board shall have been fixed by resolution of the Board then in effect, then
notice of such regular meeting need not be given.
12. Special Meetings, Notice and Waiver. Special meetings of the Board shall be
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held whenever called by the President or by the Secretary. At least two days'
written or oral notice of each such special meeting stated the time and place of
the meeting shall be given to each director. Neither the business to be
transacted at nor the purpose of any meeting of the Board need be specified in
the notice unless required by these By-Laws. A written waiver of notice signed
by the person or persons entitled to such notice, whether before or after the
time stated therein, shall be equivalent to the giving of notice. The attendance
of any director at a meeting without protesting prior to the commencement of the
meeting the lack of proper notice shall be deemed to be a waiver by him of
notice of such meeting.
13. Quorum, Adjournment and Manner of Acting. A majority of the number of
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directorships at the time shall constitute a quorum for the transaction of
business. Any meeting of the Board may be adjourned from time to time by a
majority vote of the directors present at such meeting. In the absence of a
quorum for any such meeting a majority of the directors present thereat may
adjourn such meeting to another time and place until a quorum shall be present
thereat. Notice of any adjourned meeting need not be given. The act of a
majority of the directors present at a meeting at which a quorum is present at
the time of the act shall be the act of the Board, except as may be otherwise
specifically provided by statute or the severally or collectively consent in
writing to any action to be taken by the Corporation and the number of such
directors constitutes a quorum for such action, such action shall be as valid
corporate action as though it had been authorized at a meeting of the Board.
14. Removal of Directors. Any director may be removed with or without cause at
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any time by the act of shareholders; and the vacancy in the Board caused by any
such removal may be filled by the act of shareholders.
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Executive and Other Committees
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15. Appointment and Authority. The Board, by resolution adopted by the
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affirmative vote of directors holding a majority of the directorships, may
designate two or more directors to constitute an Executive Committee or other
committees, which committees shall have and may exercise all such authority of
the Board as shall be provided in such resolution.
Officers
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16. Number, Qualifications, Terms and Election. The officers of the Corporation
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shall be the President one or more Vice Presidents, a Secretary, a Treasurer and
such other officers, agents and employees as shall be appointed in accordance
with the provisions of paragraph 17 of these By-Laws. Any two or more offices
may be held by the same person except the offices of President and Secretary.
The officers of the Corporation shall be elected from time to time by the Board.
The term of office of each officer shall be from the time of his election until
his successor shall have been duly elected following the next annual meeting of
shareholders, or until his death or until he shall have resigned or shall have
been removed as provided in these By-Laws.
17. Other Officers, Etc. The Board may from time to time appoint such other
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officers, agents or employees as the Board may deem necessary or advisable, each
of whom shall hold office for such period, have such authority and perform such
duties as the Board may from time to time determine.
18. Removal. Any officer, agent or employee of the Corporation may be removed,
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with or without cause, at any time by resolution adopted by the affirmative vote
of directors holding a majority of the directorships at a special meeting of the
Board called for that purpose.
19. The President. The President shall be the chief executive officer of the
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Corporation and shall have general supervision over the business of the
Corporation, subject to the control of the Board. He shall see that all orders
and resolutions of the Board are carried into effect. In general he shall
perform all duties incident to the office of President and such other duties as
may from time to time be assigned to him by these By-Laws or by the Board.
20. Vice President. The Vice President shall perform all such duties as from
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time to time may be assigned to him by the Board or the President. At the
request of the President, or in case of his absence or inability to act, the
Vice President shall perform the duties of the President and when so acting
shall have all the powers of and be subject to all the restrictions upon the
President.
21. The Treasurer. The Treasurer shall have charged and custody of and be
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responsible for all the funds and securities of the Corporation; he shall keep
full and accurate accounts of assets, liabilities, receipts and disbursements
and other transactions of the Corporation in books belonging to the Corporation;
he shall cause regular audits of such books to be made; and he shall deposit all
moneys and other valuable effects in the name of and to the credit of the
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Corporation in such banks or other depositaries as may be designated by the
Board. He shall disburse the funds of the Corporation as may be ordered by the
Board, taking proper vouchers for such disbursements, and shall render to the
President and to the directors at the meetings of the Board, or whenever they
may require it, a statement of all his transactions as Treasurer and an account
of the financial condition of the Corporation. In general he shall perform all
the duties incident to the office of Treasurer and such other duties as may from
time to time be assigned to him by the Board or by the President.
22. The Secretary. The Secretary shall act as secretary of and keep the minutes
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of the meetings of the Board and of shareholders; he shall cause to be given
notice of all meetings of shareholders and directors; he shall be custodian of
the seal of the Corporation and shall affix the seal, or cause it to be affixed,
to all certificates for shares of stock of the Corporation and to all documents
the execution of which on behalf of the Corporation under its seal shall have
been specifically or generally authorized by the Board; he shall have
responsibility for the share transfer books for shares of the Corporation and
shall have charge of the other books, records and papers of the Corporation
relating to its organization as a corporation and shall see that the reports,
statements and other documents required by law are properly kept or filed; and
he shall in general perform all the duties incident to the office of Secretary
and such other duties as may from time to time be assigned to him by the Board
or by the President.
Vacancies and Resignations
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23. Vacancies. Except as otherwise provided in these By-Laws, in case the
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office of any director or of the President, the Vice President, Secretary,
Treasurer or other officer, agent or employee appointed by the Board becomes
vacant due to death, resignation or removal, or should a vacancy exist from an
increase in the number of directors, the vacancy may be filled for the unexpired
term by action of the sole remaining directors in office, though such remaining
directors are less than a quorum, though the number of directors acting is less
than a quorum and though such majority is less than a quorum.
24. Resignations. Any director or officer, or any other officer, agent or
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employee appointed by the Board, may resign his office at any time by giving
written notice of his resignation to the President or the Secretary of the
Corporation. Such resignation shall take effect at the time specified therein
or, if no time is specified therein, at the time of the receipt thereof, and the
acceptance thereof shall not be necessary to make it effective.
Offices and Books
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25. Offices. The principal office of the Corporation shall be at such place in
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the State of Connecticut as the Board may determine. The Board may from time to
time and at any time establish other offices of the Corporation or branches of
its business at whatever place or places seem to it expedient.
26. Books and Records. There shall be kept correct and complete books and
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records of account and minutes of the proceedings of the Corporation's
incorporators, shareholders,
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directors and committees of directors. There shall also be maintained at the
principal office of the Corporation a record of the Corporation's shareholders,
giving the names and addresses of all shareholders and the number and class of
shares held by each. At intervals of not more than twelve months the Corporation
shall prepare a balance sheet showing its financial condition as of a date not
more than four months prior thereto and a profit and loss statement respecting
its operations for the twelve months preceding such date. The balance sheet and
a profit and loss statement shall be deposited at the principal office of the
Corporation and be kept for at least ten years from such date, and shall be
subject to inspection by any shareholder of record during business hours. In
addition, within thirty days after the preparation of each such annual balance
sheet and profit and loss statement, a copy thereof shall be mailed to each
shareholder of record or left with him or at his residence or usual place of
business.
27. Seal. The seal of the Corporation shall be circular in form and shall
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contain the name of the Corporation and the words and figures "Corporate Seal
1990 Connecticut".
Fiscal Year
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28. Fiscal Year. The fiscal year of the Corporation shall end on the last day
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of December in each year.
Restriction on Transfer of Shares
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29. Restriction on Transfer of Shares. The Corporation and its shareholders
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shall have the first and second rights, respectively, subject to the conditions
set forth below, to purchase any shares of common stock in the event the holder
thereof elects to dispose of the same by sale, transfer or other disposition,
whether by operation of law or otherwise, and whether a gratuitous gift or
transfer upon death by will or laws of intestacy. The holder whose shares are to
be disposed of shall give to the Corporation a signed notice in writing, either
by delivery by hand or by mailing by registered or certified mail, to the
Corporation's principal office: (i) designating the number of shares to be
disposed of; (ii) stating the specific manner in which he proposes to dispose of
such shares if they are not purchased by the Corporation and its shareholders
pursuant to this By-Law provision; (iii) specifying the names and addresses of
the persons to whom he desires to dispose of such shares to the extent not so
purchased by the Corporation and its shareholder; (iv) offering to sell such
shares to the Corporation and its shareholders; (v) naming the per share price
in cash at which he is willing to sell such shares to the Corporation and its
shareholders, which price shall not be greater than the formula price as
determined herein; and (vi) designating his mailing address. The Corporation
shall have a period of thirty days after the receipt of such notice within which
to accept, by notice in writing to that effect mailed to the holder prior to the
expiration date of said thirty-day period to the mailing address designated in
the holder's notice, the holder's offer as contained in his notice. Should the
Corporation elect not to accept the holder's offer, it shall within the said
thirty-day period mail a copy of the holder's notice to each other shareholder
of record of the Corporation. Such shareholders of record shall have preemptive
rights to purchase the shares being disposed of by the holder. The preemptive
right may be exercised by notice in writing to that effect mailed to the holder
prior to the expiration of a period of thirty days after receipt of the
Corporation's notice, to the mailing
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address designated in the copy of the holder's notice. If at the expiration of
the period when the Corporation and its shareholders shall be entitled to
purchase any shares of the holder's to be disposed of there shall be any shares
which have not become subject to commitment by the Corporation and its
shareholders to purchase the same as aforesaid, the holder shall have the right
for a period of thirty days thereafter to dispose of such shares to the persons
specified in his notice at a price which is equal to or greater than the price
named in such notice. The formula price shall be an amount determined by
dividing the number of outstanding shares of common stock of the Corporation
(determined as the end of the fiscal year of the Corporation next preceding such
written notice) into four times the net income of the Corporation for such
fiscal year, except that the formula price for the first fiscal period shall be
$500.00 per share. Any shares not so disposed and transferred by the holder
within said thirty-day period shall not be disposed of thereafter without being
offered to the Corporation and its shareholders as hereinabove provided. The
provisions hereof shall be applicable to all shares issued or sold directly by
the Corporation.
Amendments
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30. Amendments. These By-Laws may be amended or repealed or new By-laws may be
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adopted at any annual or special meeting of shareholders, by the act of
shareholders, or at any regular or special meeting of the Board by resolution
adopted by the affirmative vote of directors holding a majority of the
directorship provided that the proposed action in respect thereof shall be
stated in the notice of such meeting. By-laws adopted or amended by the Board
shall be subject to amendment or repeal by shareholders.
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