EXHIBIT 3.1
AMENDED AND RESTATED
BY-LAWS OF
ENZO BIOCHEM, INC.
(A NEW YORK CORPORATION)
(AS AMENDED AND RESTATED AS OF NOVEMBER 8, 2006)
ARTICLE I
MEETING OF SHAREHOLDERS
Section 1. ANNUAL MEETING. The annual meeting of the shareholders of
Enzo Biochem, Inc., (hereinafter called the "Corporation") for the election of
directors and for the transaction of such other business as may come before the
meeting shall be held during the sixth month following the close of the
Corporation's fiscal year. If the annual meeting shall not be held on the day
hereinabove provided for, the Board shall call a special meeting for the
election of directors, which meeting shall be held within two months after said
day.
Section 2. SPECIAL MEETINGS. Except as otherwise required by law and
subject to the rights of the holders of any class or series of stock having a
preference over another class or series of stock as to dividends or upon
liquidation, special meetings of shareholders of the Corporation may be called
only by the Board pursuant to a resolution approved by a majority of the entire
Board (whether or not there exist any vacancies in previously authorized
directorships at the time any such resolution is presented to the Board for
adoption).
Section 3. NOTICE OF MEETINGS. Notice of the place, date and time of
the holding of each annual and special meeting of the shareholders and, in the
case of a special meeting, the purpose or purposes thereof, shall be given
personally or by mail in a postage prepaid envelope to each shareholder entitled
to vote at such meeting, not less than ten nor more than fifty days before the
date of such meeting, and, if mailed, it shall be directed to such shareholder
at his address as it appears on the records of the Corporation, unless he shall
have filed with the Secretary of the Corporation, a written request that notices
to him be mailed to some other address, in which case, it shall be directed to
him at such other address. Notice of any meeting of shareholders shall not be
required to be given to any shareholder who shall attend such meeting in person
or by proxy and shall not, at the beginning of such meeting, object to the
transaction of any business because the meeting is not lawfully called or
convened, or who shall, either before or after the meeting, submit a signed
waiver of notice, in person or by proxy. Unless the Board shall fix after the
adjournment a new record date for an adjourned meeting, notice of such adjourned
meeting need not be given if the time and place to which the meeting shall be
adjourned were announced at the meeting at which the
adjournment is taken. At the adjourned meeting the Corporation may transact any
business which might have been transacted at the original meeting. If the
adjournment is for more than thirty days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each shareholder of record entitled to vote at the
meeting.
Section 4. PLACE OF MEETINGS. Meetings of the shareholders may be held
at such place, within or without the State of incorporation, as the Board or
other officer calling the same shall specify in the notice of such meeting, or
in a duly executed waiver of notice thereof.
Section 5. QUORUM. At all meetings of the shareholders the holders of a
majority of the votes of the shares of stock of the Corporation issued and
outstanding and entitled to vote shall be present in person or by proxy to
constitute a quorum for the transaction of any business, except when
shareholders are required to vote by class, in which event a majority of the
issued and outstanding shares of the appropriate class shall be present in
person or by proxy, or except as otherwise provided by statute or in the
Certificate of Incorporation. In the absence of a quorum, the holders of a
majority of the votes of the shares of stock present in person or by proxy and
entitled to vote, or if no shareholder entitled to vote is present, then any
officer of the Corporation may adjourn the meeting from time to time. At any
such adjourned meeting at which a quorum may be present any business may be
transacted which might have been transacted at the meeting as originally called.
Section 6. ORGANIZATION. At each meeting of the shareholders of the
Corporation, the Chairman of the Board, or in his absence or inability to act,
the Vice Chairman of the Board, or in the absence or inability to act of the
Chairman of the Board and the Vice Chairman of the Board, the President, or in
the absence or inability to act of the Chairman of the Board, the Vice Chairman
of the Board and the President, a Vice President, or in the absence of all of
the foregoing, any person chosen by a majority of those shareholders present,
shall act as chairman of the meeting. The Secretary, or, in his absence or
inability to act, the Assistant Secretary or any person appointed by the
chairman of the meeting, shall act as secretary of the meeting and keep the
minutes thereof.
Section 7. ORDER OF BUSINESS. The order of business at all meetings of
the shareholders shall be as determined by the chairman of the meeting.
Section 8. VOTING. Except as otherwise provided by statute, the
Certificate of Incorporation, or any certificate duly filed in the office of the
Department of State of the State of incorporation, each holder of record of
shares of stock of the Corporation having voting power shall be entitled at each
meeting of the shareholders to one vote for every share of such stock standing
in his name on the record of shareholders of the Corporation on the date fixed
by the Board as the record date for the determination of the shareholders who
shall be entitled to notice of and to vote at such meeting; or if such record
date shall not have been so fixed, then at the close of business on the day next
preceding the day on which notice thereof shall be given, or if notice is
waived, at the close of business on the
day next preceding the day on which the meeting is held; or each shareholder
entitled to vote at any meeting of the shareholders may authorize another person
or persons to act for him by a proxy signed by such shareholder or his
attorney-in-fact. Any such proxy shall be delivered to the secretary of such
meeting at or prior to the time designated in the order of business for so
delivering such proxies. No proxy shall be valid after the expiration of three
years from the date thereof, unless otherwise provided in the proxy. Every proxy
shall be revocable at the pleasure of the shareholder executing it, except in
those cases where an irrevocable proxy is permitted by law. Except as otherwise
provided by statute, these By-Laws, or the Certificate of Incorporation, any
corporate action to be taken by vote of the shareholders shall be authorized by
a majority of the total votes, or when shareholders are required to vote by
class by a majority of the votes of the appropriate class, cast at a meeting of
shareholders by the holders of shares present in person or represented by proxy
and entitled to vote on such action. Unless required by statute, or determined
by the chairman of the meeting to be advisable, the vote on any question need
not be by written ballot. On a vote by written ballot, each ballot shall be
signed by the shareholder voting, or by his proxy, if there be such proxy, and
shall state the number of shares voted.
Section 9. LIST OF SHAREHOLDERS. The officer who has charge of the
stock ledger of the Corporation, or the transfer agent of the Corporation's
stock, if there be one then acting, shall prepare and make, at least ten days
before every meeting of shareholders, a complete list of the shareholders
entitled to vote at the meeting, arranged in alphabetical order, and showing the
address of each shareholder and the number of shares registered in the name of
each shareholder. Such list shall be open to the examination of any shareholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting, either at a place within the
city where the meeting is to be held, at the place where the meeting is to be
held, or at the office of the transfer agent. The list shall also be produced
and kept at the time and place of the meeting during the whole time thereof, and
may be inspected by any shareholder who is present.
Section 10. INSPECTORS. The Board may, in advance of any meeting of
shareholders, appoint one or more inspectors to act at such meeting or any
adjournment thereof. If the inspectors shall not be so appointed or if any of
them shall fail to appear or act, the chairman of the meeting may, and on the
request of any shareholder entitled to vote thereat shall, appoint inspectors.
Each inspector, before entering upon the discharge of his duties, shall take and
sign an oath faithfully to execute the duties of inspector at such meeting with
strict impartiality and according to the best of his ability. The inspectors
shall determine the number of shares outstanding and the voting power of each,
the number of shares represented at the meeting, the existence of a quorum, the
validity and effect of proxies, and shall receive votes, ballots or consents,
hear and determine all challenges and questions arising in connection with the
right to vote, count and tabulate all votes, ballots or consents, determine the
result, and do such acts as are proper to conduct the election or vote with
fairness to all shareholders. On request of the chairman of the meeting or any
shareholder entitled to vote thereat, the inspectors shall make a report in
writing of any challenge, request or matter determined by them and shall execute
a certificate of any fact found by them. No director or candidate for the office
of
director shall act as inspector or an election of directors. Inspectors need not
be shareholders.
Section 11. CONSENT OF SHAREHOLDERS IN LIEU OF MEETING. To the extent
permitted by law, the meeting and vote of shareholders can be dispensed with if
all of the shareholders who would have been entitled to vote upon the action if
such meeting were held shall consent in writing to such corporate action being
taken.
ARTICLE II
BOARD OF DIRECTORS
Section 1. GENERAL POWERS. The business and 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 directed or required to be exercised
or done by the shareholders.
Section 2. ELECTION AND TERMS. The directors, other than those who may
be elected by the holders of any class or series of stock having a preference
over another class or series of stock as to dividends or upon liquidation, shall
be classified, with respect to the time for which they severally hold office,
into three classes, as nearly equal in number as possible, as determined by the
Board, one class to be originally elected for a term expiring at the annual
meeting of shareholders to be held in 1989, another class to be originally
elected for a term expiring at the annual meeting of shareholders to be held in
1990, and another class to be originally elected for a term expiring at the
annual meeting of shareholders to be held in 1991, with each class to hold
office until its successor is elected and qualified. At each annual meeting of
the shareholders of the Corporation, the successors of the class of directors
whose term expires at the meeting shall be elected to hold office for a term
expiring at the annual meeting of shareholders held in the third year following
the year of their election.
Section 3. PLACE OF MEETINGS. Meetings of the Board may be held at such
place, within or without the State of incorporation, as the Board may from time
to time determine or as shall be specified in the notice or waiver of notice of
such meeting.
Section 4. ANNUAL MEETING. The Board shall meet for the purpose of
organization, the election of officers and the transaction of other business, as
soon as practicable after each annual meeting of the shareholders, on the same
day and at the same place where such annual meeting shall be held. Notice of
such meeting need not be given. Such meeting may be held at any other time or
place (within or without the State of incorporation) which shall be specified in
a notice thereof given as hereinafter provided in Section 7 of this Article II.
Section 5. REGULAR MEETINGS. Regular meetings of the Board shall be
held at such time and place as the Board may from time to time determine. If any
day fixed for a regular meeting shall be a legal holiday at the place where the
meeting is to be held, then the meeting which would otherwise be held on that
day shall be held at the same hour on
the next succeeding business day. Notice of regular meetings of the Board need
not be given except as otherwise required by statute or these By-Laws.
Section 6. SPECIAL MEETINGS. Special meetings of the Board may be
called by two or more directors of the Corporation or by the Chairman of the
Board, the Vice Chairman of the Board, the Lead Independent Director or the
President.
Section 7. NOTICE OF MEETINGS. Notice of each special meeting of the
Board (and of each regular meeting for which notice shall be required) shall be
given by the Secretary as hereinafter provided in this Section 7, in which
notice shall be stated the time and place (within or without the State of
incorporation) of the meeting. Notice of each such meeting shall be delivered to
each director either personally or by telephone, telegraph, cable or wireless,
at least twenty-four hours before the time at which such meeting is to be held
or by first-class mail, postage prepaid, addressed to him at his residence, or
usual place of business, at least three days before the day on which such
meeting is to be held. Notice of any such meeting need not be given to any
director who shall, either before or after the meeting, submit a signed waiver
of notice or who shall attend such meeting without protesting, prior to or at
its commencement, the lack of notice to him. Except as otherwise specifically
required by these By-Laws, a notice or waiver of notice of any regular or
special meeting need not state the purpose of such meeting.
Section 8. QUORUM AND MANNER OF ACTING. A majority of the entire Board
shall be present in person at any meeting of the Board in order to constitute a
quorum for the transaction of business at such meeting, and, except as otherwise
expressly required by statute or the Certificate of Incorporation, the act of a
majority of the directors present at any meeting at which a quorum is present
shall be the act of the Board. In the absence of a quorum at any meeting of the
Board, a majority of the directors present thereat, or if no director be
present, the Secretary, may adjourn such meeting to another time and place, or
such meeting, unless it be the annual meeting of the Board, need not be held. At
any adjourned meeting at which a quorum is present, any business may be
transacted which might have been transacted at the meeting as originally called.
Except as provided in Article III of these By-Laws, the directors shall act only
as a Board and the individual directors shall have no power as such.
Section 9. ORGANIZATION. The Chairman of the Board shall act as
chairman of and preside at all meetings of the Board at which he is present. If
the Chairman of the Board shall be absent from any meeting of the Board, the
duties otherwise provided in this Section 9 of Article II to be performed by him
at such meeting shall be performed at such meeting by the individual elected by
the Board to act as Lead Independent Director. If the Chairman of the Board
shall be absent from any meeting of the Board, and if no Lead Independent
Director has been elected or if the Lead Independent Director is not present at
the meeting, the Vice Chairman of the Board shall act as chairman of and preside
at such meeting. If the Chairman of the Board shall be absent from any meeting
of the Board, and if no Lead Independent Director or Vice Chairman of the Board
has been elected or if the Lead Independent Director and the Vice Chairman of
the Board are not present at the meeting, the President shall act as chairman of
and preside at such
meeting. If the Chairman of the Board shall be absent from any meeting of the
Board, and if no Lead Independent Director or Vice Chairman of the Board has
been elected and no President has been appointed or if the Lead Independent
Director, the Vice Chairman of the Board and the President are not present at
the meeting, another director chosen by a majority of the directors present
shall act as chairman of and preside at such meeting. The Secretary (or, in his
absence or inability to act, any person appointed by the chairman) shall act as
secretary of the meeting and keep the minutes thereof.
Section 10. RESIGNATIONS. Any director of the Corporation may resign at
any time by giving written notice of his resignation to the Board or Chairman of
the Board or the President or the Secretary. Any such resignation shall take
effect at the time specified therein, or, if the time when it shall become
effective shall not be specified therein, immediately upon its receipt; and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.
Section 11. NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Except as
otherwise provided for or fixed by or pursuant to the provisions of Article 4 of
the Certificate of Incorporation relating to the rights of the holders of any
class or series of stock having a preference over another class or series of
stock as to dividends or upon liquidation to elect directors under specified
circumstances, newly created directorships resulting from any increase in the
number of directors and any vacancies on the Board resulting from death,
resignation, disqualification, removal or other cause shall be filled by the
affirmative vote of a majority of the remaining directors then in office, even
though less than a quorum of the Board. Any director elected in accordance with
the preceding sentence shall hold office for the remainder of the full term of
the class of directors in which the new directorship was created or the vacancy
occurred and until such director's successor shall have been elected and
qualified. No decrease in the number of directors constituting the Board shall
shorten the term of any incumbent director.
Section 12. REMOVAL OF DIRECTORS. Subject to the rights of any class or
series of stock having a preference over another class or series of stock as to
dividends or upon liquidation to elect directors under specified circumstances,
any director may be removed from office, only with cause and only by the
affirmative vote of (i) the holders of 80% of the combined voting power of the
then outstanding shares of stock entitled to vote generally in the election of
directors, voting together as a single class and (ii) a majority of such shares
beneficially owned by the persons not affiliated with an Interested Shareholder
(as defined in Article 14 of the Certificate of Incorporation).
Section 13. COMPENSATION. The Board shall have authority to fix the
compensation, including fees and reimbursement of expenses, of directors for
services to the Corporation in any capacity, provided no such payment shall
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefore.
Section 14. ACTION BY THE BOARD. Any member of the Board or of any
Committee thereof may participate in a meeting of the Board or such committee by
means of a conference telephone or similar communications equipment allowing all
persons participating in the meeting to hear each of them at the same time.
Participation
by such means shall constitute presence in person at a meeting. To the extent
permitted under the laws of the State of incorporation, any action required or
permitted to be taken at any meeting of the Board or of any committee thereof
may be taken without a meeting if all members of the Board or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board or committee.
Section 15. SHAREHOLDER NOMINATION OF DIRECTOR CANDIDATES. NOTIFICATION
OF NOMINATION. Subject to the rights of holders of any class or series of stock
having a preference over another class or series of stock as to dividends or
upon liquidation to elect additional directors under specified circumstances,
nominations for the election of directors may be made by the Board or a proxy
committee appointed by the Board or by any shareholder entitled to vote in the
election of directors generally. However, any shareholder entitled to vote in
the election of directors generally may nominate one or more persons for
election as directors at a meeting only if written notice of such shareholder's
intent to make such nomination or nominations has been given, either by personal
delivery or by United States mail, postage prepaid, to the Secretary of the
Corporation not later than (i) with respect to an election to be held at an
annual meeting of shareholders, 60 days in advance of such meeting, and (ii)
with respect to an election to be held at a special meeting of shareholders for
the election of directors, the close of business on the seventh day following
the date on which notice of such meeting is first given to shareholders. Each
such notice shall set forth: (a) the name and address of the shareholder who
intends to make the nomination and the person or persons to be nominated; (b) a
representation that the shareholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice; (c) a description of all arrangements or understandings between the
shareholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the shareholder; (d) such other information regarding each nominee proposed by
such shareholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission, had the
nominee been nominated, or intended to be nominated, by the Board; and (e) the
consent of each nominee to serve as a director of the Corporation if so elected.
The chairman of the meeting may refuse to acknowledge the nomination of any
person not made in compliance with the foregoing procedure.
Section 16. THE LEAD INDEPENDENT DIRECTOR. The Board may from time to
time elect a director to serve as Lead Independent Director, which shall be an
"independent director" in accordance with the Securities Exchange Act of 1934,
as amended, and the rules promulgated thereunder and the applicable rules of the
New York Stock Exchange. The Lead Independent Director, if one be elected,
shall, if present, preside at each meeting of the Board in the case of the
absence or inability to act of the Chairman of the Board, and when so acting
shall have all the powers of, and be subject to all the restrictions upon, the
Chairman of the Board, and shall coordinate the activities of the independent
directors and have such other authority and powers as the Board may from time to
time prescribe.
Section 17. TERM LIMITS. Notwithstanding anything herein to the
contrary, the total cumulative length of time that any Outside Director may
serve on the Board shall be limited to a maximum of three three-year terms,
whether consecutively or in total, plus any portion of an earlier three-year
term that such Outside Director may have been appointed to serve. An "Outside
Director" shall mean a member of the Corporation's Board who is not an officer
or employee of the Corporation.
ARTICLE III
EXECUTIVE AND OTHER COMMITTEES
Section 1. EXECUTIVE AND OTHER COMMITTEES. The Board may, by resolution
passed by a majority of the whole Board, designate one or more committees, each
committee to consist of two or more of the directors of the Corporation. The
Board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. Any such committee, to the extent provided in the resolution shall
have and may exercise the powers of the Board in the management of the business
and affairs of the Corporation, and may authorize the seal of the Corporation to
be affixed to all papers which may require it; provided, however, that in the
absence or disqualification of any member of any such committee or committees,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board to act at the meeting in the place of any such
absent or disqualified member. Each committee shall keep minutes of its
proceedings and shall report such minutes to the Board when required. All such
proceedings shall be subject to revision or alteration by the Board; provided,
however, that third parties shall not be prejudiced by such revision or
alteration.
Section 2. GENERAL. A majority of any committee may determine its
action and fix the time and place of its meetings, unless the Board shall
otherwise provide. Notice of such meetings shall be given to each member of the
committee in the manner provided for in Article II, Section 7. The Board shall
have the power at any time to fill vacancies in, to change the membership of, or
to dissolve any such committee. Nothing herein shall be deemed to prevent the
Board from appointing one or more committees consisting in whole or in part of
persons who are not directors of the Corporation; provided, however, that no
such committee shall have or may exercise any authority of the Board.
ARTICLE IV
OFFICERS
Section 1. NUMBER AND QUALIFICATIONS. The officers of the Corporation
shall include the President, one or more Vice Presidents (one or more of whom
may be designated Executive Vice President or Senior Vice President), the
Treasurer and the Secretary. Any two or more offices may be held by the same
person. Such officers shall be elected from time to time by the Board, each to
hold office until the meeting of the
Board following the next annual meeting of the shareholders, or until his
successor shall have been duly elected and shall have qualified, or until his
death, or until he shall have resigned, or have been removed, as hereinafter
provided in these By-Laws. The Board may from time to time elect a Chairman of
the Board and a Vice Chairman of the Board, and the Board may from time to time
elect, or the Chairman of the Board, or the President may appoint, such other
officers (including one or more Assistant Vice Presidents, Assistant
Secretaries, and Assistant Treasurers), and such agents, as may be necessary or
desirable for the business of the Corporation. Such other officers and agents
shall have such duties and shall hold their offices for such terms as may be
prescribed by the Board of by the appointing authority.
Section 2. RESIGNATIONS. Any officer of the Corporation may resign at
any time by giving written notice of his resignation to the Board, the Chairman
of the Board, the President or the Secretary. Any such resignation shall take
effect at the time specified therein, or, if the time when it shall become
effective shall not be specified therein, immediately upon its receipt; and
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.
Section 3. REMOVAL. Any officer or agent of the Corporation may be
removed, either with or without cause, at any time, by the vote of the majority
of the entire Board at any meeting of the Board, or, except in the case of an
officer or agent elected or appointed by the Board, by the Chairman of the Board
or the President. Such removal shall be without prejudice to the contractual
rights, if any, of the person so removed.
Section 4. VACANCIES. A vacancy in any office, whether arising from
death, resignation, removal or any other cause, may be filled for the unexpired
portion of the term of the office which shall be vacant, in the manner
prescribed in these By-Laws for the regular election or appointment to such
office.
Section 5.a. THE CHAIRMAN OF THE BOARD. The Chairman of the Board, if
one be elected, shall be the chief executive officer of the Corporation and
shall have the general and active management of the business of the Corporation
and general and active supervision and direction over the other officers, agents
and employees and shall see that their duties are properly performed. He shall,
if present, preside at each meeting of the shareholders and of the Board. He
shall perform all duties incident to the office of Chairman of the Board and
chief executive officer and such other duties as may from time to time be
assigned to him by the Board.
b. THE VICE CHAIRMAN OF THE BOARD. The Vice Chairman of the
Board, if one be elected, shall, if present, preside at each meeting of the
shareholders in the case of the absence or inability to act of the Chairman of
the Board, and shall, if present, preside at each meeting of the Board in the
case of the absence or inability to act of the Chairman of the Board and the
Lead Independent Director, and when so acting shall have all the powers of, and
be subject to all the restrictions upon, the Chairman of the Board, and shall
have such other authority and powers and perform all such duties as from time to
time may be assigned to him by the Board or the Chairman of the Board.
Section 6. THE PRESIDENT. The President shall be the chief operating
officer of the Corporation and shall have general and active supervision and
direction over the business and affairs of the Corporation and over its several
officers, subject, however, to the direction of the Chairman of the Board and
the control of the Board. He shall, if present, preside at each meeting of the
shareholders in the case of the absence or inability to act of the Chairman of
the Board and the Vice Chairman of the Board, and shall, if present, preside at
each meeting of the Board in the case of the absence or inability to act of the
Chairman of the Board, the Lead Independent Director and the Vice Chairman of
the Board, and when so acting shall have all the powers of, and be subject to
all the restrictions upon, the Chairman of the Board. He shall perform all
duties incident to the office of President and such other duties as from time to
time may be assigned to him by the Board, the Chairman of the Board or these
By-Laws.
Section 7. VICE-PRESIDENTS. Each Executive Vice-President, each Senior
Vice-President and each Vice-President shall have such powers and perform all
such duties as from time to time may be assigned to him by the Board, the
Chairman of the Board or the President.
Section 8. THE TREASURER. The Treasurer shall be the chief financial
officer of the Corporation and shall exercise general supervision over the
receipt, custody and disbursement of Corporate funds. He shall have such further
powers and duties as may be conferred upon him from time to time by the
President or the Board of Directors. He shall perform the duties of controller
if no one is elected to that office.
Section 9. THE SECRETARY. The Secretary shall
(a) keep or cause to be kept in one or more books provided for the
purpose, the minutes of all meetings of the Board, the
committees of the Board and the shareholders;
(b) see that all notices are duly given in accordance with the
provisions of these By-Laws and as required by law;
(c) be custodian of the records and the seal of the Corporation
and affix and attest the seal to all stock certificates of the
Corporation (unless the seal of the Corporation on such
certificates shall be a facsimile, as hereinafter provided)
and affix and attest the seal to all other documents to be
executed on behalf of the Corporation under its seal;
(d) see that the books, reports, statements, certificates and
other documents and records required by law to be kept and
filed are properly kept and filed; and
(e) in general, perform all the duties incident to the office of
Secretary and such other duties as from time to time may be
assigned to him by the Board, the Chairman of the Board, or
the President.
Section 10. OFFICERS' BONDS OR OTHER SECURITY. If required by the
Board, any officer of the Corporation shall give a bond or other security for
the faithful performance of his duties, in such amount and with such surety or
sureties as the Board may require.
Section 11. COMPENSATION. The compensation of the officers of the
Corporation for their services as such officers shall be fixed from time to time
by the Board; provided, however, that the Board may delegate to the Chairman of
the Board or the President the power to fix the compensation of officers and
agents appointed by the Chairman of the Board or the President, as the case may
be. An officer of the Corporation shall not be prevented from receiving
compensation by reason of the fact that he is also a director of the
Corporation, but any such officer who shall also be a director shall not have
any vote in the determination of the amount of compensation paid to him.
ARTICLE V
INDEMNIFICATION
The Corporation shall, to the fullest extent permitted by the laws of
the State of incorporation, indemnify any and all persons whom it shall have
power to indemnify against any and all of the costs, expenses, liabilities or
other matters incurred by them by reason of having been officers or directors of
the Corporation, any subsidiary of the Corporation or of any other corporation
for which he acted as officer or director at the request of the Corporation.
ARTICLE VI
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
Section 1. EXECUTION OF CONTRACTS. Except as otherwise required by
statute, the Certificate of Incorporation or these By-Laws, any contracts or
other instruments may be executed and delivered in the name and on behalf of the
Corporation by such officer or officers (including any assistant officer) of the
Corporation as the Board may from time to time direct. Such authority may be
general or confined to specific instances as the Board may determine. Unless
authorized by the Board or expressly permitted by these By-Laws, an officer or
agent or employee shall not have any power or authority to bind the Corporation
by any contract or engagement or to pledge its credit or to render it
pecuniarily liable for any purpose or to any amount.
Section 2. LOANS. Unless the Board shall otherwise determine either (a)
the Chairman of the Board, the Vice-Chairman of the Board or the President,
singly, or (b) a Vice-President, together with the Treasurer, may effect loans
and advances at any time for the Corporation or guarantee any loans and advances
to any subsidiary of the Corporation, from any bank, trust company or other
institution, or from any firm, corporation or individual, and for such loans and
advances may make, execute and deliver promissory notes, bonds or other
certificates or evidences of indebtedness of the Corporation, or guarantee of
indebtedness of subsidiaries of the Corporation, but no
officer or officers shall mortgage, pledge, hypothecate or transfer any
securities or other property of the Corporation, except when authorized by the
Board.
Section 3. CHECKS, DRAFTS, ETC. All checks, drafts, bills of exchange
or other orders for the payment of money out of the funds of the Corporation,
and all notes or other evidences of indebtedness of the Corporation, shall be
signed in the name and on behalf of the Corporation by such persons and in such
manner as shall from time to time be authorized by the Board.
Section 4. DEPOSITS. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositaries as the Board may from time
to time designate or as may be designated by any officer or officers of the
Corporation to whom such power of designation may from time to time be delegated
by the Board. For the purpose of deposit and for the purpose of collection for
the account of the Corporation, checks, drafts and other orders for the payment
of money which are payable to the order of the Corporation may be endorsed,
assigned and delivered by any officer or agent of the Corporation, or in such
other manner as the Board may determine by resolution.
Section 5. GENERAL AND SPECIAL BANK ACCOUNTS. The Board may from time
to time authorize the opening and keeping of general and special bank accounts
with such banks, trust companies or other depositaries as the Board may
designate or as may be designated by any officer or officers of the Corporation
to whom such power of designation may from time to time be delegated by the
Board. The Board may make such special rules and regulations with respect to
such bank accounts, not inconsistent with the provisions of these By-Laws, as it
may deem expedient.
Section 6. PROXIES IN RESPECT OF SECURITIES OF OTHER CORPORATIONS.
Unless otherwise provided by resolution adopted by the Board of Directors, the
Chairman of the Board, the President, or a Vice-President may from time to time
appoint an attorney or attorneys or agent or agents, of the Corporation, in the
name and on behalf of the Corporation to cast the votes which the Corporation
may be entitled to cast as the holder of stock or other securities in any other
corporation, any of whose stock or other securities may be held by the
Corporation, at meetings of the holders of the stock or other securities of such
other corporation, or to consent in writing, in the name of the Corporation as
such holder, to any action by such other corporation, and may instruct the
person or persons so appointed as to the manner of casting such votes or giving
such consent, and may execute or cause to be executed in the name and on behalf
of the Corporation and under its corporate seal, or otherwise, all such written
proxies or other instruments as he may deem necessary or proper in the premises.
ARTICLE VII
SHARES, ETC.
Section 1. STOCK CERTIFICATES. Each holder of shares of stock of the
Corporation shall be entitled to have a certificate, in such form as shall be
approved by
the Board, certifying the number of shares of the Corporation owned by him. The
certificates representing shares of stock shall be signed in the name of the
Corporation by the Chairman of the Board or the President or a Vice-President
and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer and sealed with the seal of the Corporation (which seal may be a
facsimile, engraved or printed); provided, however, that where any such
certificate is countersigned by a transfer agent other than the Corporation or
its employee, or is registered by a registrar other than the Corporation or one
if its employees, the signature of the officers of the Corporation upon such
certificates may be facsimiles, engraved or printed. In case any officer who
shall have signed or whose facsimile signature has been placed upon such
certificates shall have ceased to be such officer before such certificates shall
be issued, they may nevertheless be issued by the Corporation with the same
effect as if such officer were still in office at the date of their issue.
Section 2. BOOKS OF ACCOUNT AND RECORD OF SHAREHOLDERS. The books and
records of the Corporation may be kept at such places within or without the
State of incorporation as the Board of Directors may from time to time
determine. The stock record books and the blank stock certificate books shall be
kept by the Secretary or by any other officer or agent designated by the Board
of Directors.
Section 3. TRANSFER OF SHARES. Transfers of shares of stock of the
Corporation shall be made on the stock records of the Corporation only upon
authorization by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary or
with a transfer clerk, and on surrender of the certificate or certificates for
such shares properly endorsed or accompanied by a duly executed stock transfer
power and the payment of all taxes thereon. Except as otherwise provided by law,
the Corporation shall be entitled to recognize the exclusive right of a person
in whose name any share or shares stand on the record of shareholders as the
owner of such share or shares for all purposes, including, without limitation,
the rights to receive dividends or other distributions, and to vote as such
owner, and the Corporation may hold any such shareholder of record liable for
calls and assessments and the Corporation shall not be bound to recognize any
equitable or legal claim to or interesting any such share or shares on the part
of any other person whether or not it shall have express or other notice
thereof. Whenever any transfers of shares shall be made for collateral security
and not absolutely, and both the transferor and transferee request the
Corporation to do so, such fact shall be stated in the entry of the transfer.
Section 4. REGULATIONS. The Board may make such additional rules and
regulations, not inconsistent with these By-Laws, as it may deem expedient
concerning the issue, transfer and registration of certificates for shares of
stock of the Corporation. It may appoint, or authorize any officer or officers
to appoint, one or more transfer agents or one or more transfer clerks and one
or more registrars and may require all certificates for shares of stock to bear
the signature or signatures of any of them.
Section 5. LOST, DESTROYED OR MUTILATED CERTIFICATES. The holder of any
certificate representing the shares of stock of the Corporation shall
immediately notify the Corporation of any loss, destruction or mutilation of
such certificate, and the Corporation
may issue a new certificate of stock in the place of any certificate theretofore
issued by it which the owner thereof shall allege to have been lost, stolen, or
destroyed or which shall have been mutilated, and the Board may, in its
discretion, require such owner or his legal representatives to give to the
Corporation a bond in such sum, limited or unlimited, and in such form and with
such surety or sureties as the Board in its absolute discretion shall determine,
to indemnify the Corporation against any claim that may be made against it on
account of the alleged loss, theft, or destruction of any such certificate, or
the issuance of a new certificate. Anything herein to the contrary
notwithstanding, the Board, in its absolute discretion, may refuse to issue any
such new certificate, except pursuant to legal proceedings under the laws of the
State of incorporation.
Section 6. FIXING OF RECORD DATE. In order that the Corporation may
determine the shareholders entitled to notice of, or to vote at, any meeting of
shareholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board may fix, in advance, a
record date, which shall not be more than sixty nor less than ten days before
the date of such meeting, nor more than sixty days prior to any other action. A
determination of shareholders of record entitled to notice of, or to vote at, a
meeting of shareholders shall apply to any adjournment of the meeting; provided,
however, that the Board may fix a new record date for the adjourned meeting.
ARTICLE VIII
OFFICE
Section 1. PRINCIPAL OR REGISTERED OFFICE. The principal or registered
office of the Corporation shall be at such place as may be specified in the
Certificate of Incorporation of the Corporation or other certificate filed
pursuant to law, or if none be so specified, at such place as may from time to
time be fixed by the Board.
Section 2. OTHER OFFICES. The Corporation also may have an office or
offices other than said principal or registered office, at such place or places
either within or without the State of incorporation.
ARTICLE IX
FISCAL YEAR
The fiscal year of the Corporation shall be determined by the Board.
ARTICLE X
SEAL
The board shall provide a corporate seal which shall contain the name
of the Corporation, the words "Corporate Seal" and the year and State of
incorporation.
ARTICLE XI
AMENDMENTS
These By-Laws may be amended or repealed, or new By-Laws may be
adopted, at any annual or special meeting of the shareholders, by a majority of
the total votes of the shareholders or when shareholders are required to vote by
class by a majority of the appropriate class, present in person or represented
by proxy and entitled to vote on such action; provided, however, that the notice
of such meeting shall have been given as provided in these By-Laws, which notice
shall mention that amendment or repeal of these By-Laws, or the adoption of new
By-Laws, is one of the purposes of such meeting. These By-Laws may also be
amended or repealed, or new By-Laws may be adopted, by the Board at any meeting
thereof; provided, however, that notice of such meeting shall have been given as
provided in these By-Laws, which notice shall mention that amendment or repeal
of the By-Laws, or the adoption of new By-Laws, is one of the purposes of such
meetings; and provided, further, that By-Laws adopted by the Board may be
amended or repealed by the shareholders as hereinabove provided.