CHEUNG LABORATORIES, INC.
BY-LAWS
ARTICLE I.
STOCKHOLDERS
Section 1. ANNUAL MEETING
The annual meeting of the stockholders of the Corporation
shall be held during the month of January of each year at such time as the Board
of Directors shall, in their discretion, fix. The business to be transacted at
the annual meeting shall include the election of directors, consideration and
action upon the report of the President, and any other business within the power
of the Corporation.
Section 2. SPECIAL MEETING
At any time in the intervals between annual meetings, a
special meeting of the stockholders may be called by the President or by the
Board of Directors.
Section 3. NOTICE OF MEETING
Not less than ten (10) days nor more than ninety (90) days
before the date of every stockholders' meeting, the Secretary shall give to each
stockholder entitled to vote at such meeting, written or printed notice stating
the time and place of the meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, either by presenting it to
him personally, by leaving it at his residence or usual place of business, or by
mailing it to him at his address as it appears on the records of the
Corporation.
No business shall be transacted at a special meeting save that
specially named in the notice.
Notwithstanding the foregoing provisions, each person entitled
to notice waives notice if he before or after the meeting signs a waiver of the
notice which is filed with the records of stockholders meetings, or is present
at the meeting in person or by proxy.
Section 4. QUORUM
At any meeting of stockholders the presence in person or by
proxy of stockholders entitled to cast a majority of the votes thereat shall
constitute a quorum. A majority of the votes cast at a meeting of stockholders,
duly called and at which a quorum is present shall be sufficient to take or
authorize action upon any matter which may properly come before the meeting
unless more than a majority of votes is required by statute, by the Charter of
the Corporation, or by these By-Laws.
In the absence of a quorum, a majority of the shares
represented in person or by proxy may adjourn the meeting from time to time not
exceeding a total of sixty (60) days without further notice other than by
announcement at such meeting. At such adjourned meeting at which a quorum shall
be present, any business may be transacted which might have been transacted at
the meeting originally called. The stockholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum. In the event that
at any meeting a quorum exists for the transaction of some business but does not
exist for the transaction of other business, the business as to which a quorum
is present may be transacted by the holders of stock present in person or by
proxy who are entitled to vote thereon.
Section 5. VOTING
Each share of common stock will be entitled to one vote,
unless the Charter of the Corporation provides for a greater or lesser number of
votes per share or limits or denies voting rights.
Section 6. PROXIES
At all meetings of stockholders, a stockholder may vote the
shares owned of record by him either in person of by proxy executed in writing
by the stockholder or by his duly authorized attorney-in-fact. Such proxy shall
be filed with the Secretary of the Corporation before or at the time of the
meeting. No proxy shall be valid after eleven (11) months from the date of its
execution, unless otherwise provided in the proxy.
Section 7. PLACE OF MEETING
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The Board of Directors may designate any place, either within
or without the State of Maryland, as the place of meeting for any annual or
special meeting of stockholders.
Section 8. CONDUCT OF MEETINGS
Meetings of stockholders shall be presided over by the
Chairman of the Board, if one be elected and is present at the meeting or, if
not, by the President of the Corporation or, if he is not present, by a Vice
President of the Corporation or, if he is not present, by a Vice President, or,
if no Vice President is present, by a chairman to be elected at the meeting. The
Secretary of the Corporation, or if he is not present, any Assistant Secretary,
shall act as secretary of such meetings. In the absence of the Secretary and any
Assistant Secretary, the presiding officer may appoint a person to act as
secretary of the meeting.
Section 9. INFORMAL ACTION BY STOCKHOLDERS
Any action required or permitted to be taken at a meeting of
stockholders may be taken without a meeting if there is filed with the records
of stockholders' meetings a unanimous written consent which sets forth the
action and is signed by each stockholder entitled to vote on the matter and a
written waiver of any right to dissent signed by each stockholder entitled to
notice of the meeting but not entitled to vote at it.
ARTICLE II.
DIRECTORS
Section 1. POWERS
The business and affairs of the Corporation shall be managed
by its Board of Directors, which may exercise all of the powers of the
Corporation, except such as are by statute, by the Charter of the Corporation,
or by these By-Laws expressly conferred upon or reserved to the stockholders.
Section 2. NUMBER AND TENURE
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The number of Directors shall be three (3), which number may
be altered by a majority of the entire Board of Directors, provided that it
shall never be less than three (3) nor more than nine (9). Each Director shall
hold office until the next annual meeting of stockholders or until his successor
shall have been elected and shall have qualified. The number of Directors may be
increased or decreased by the affirmative bote of not less than two-thirds (2/3)
of the entire Board of Directors, but the action may not affect the tenure of
office of any Director.
Section 3. VACANCIES
Any vacancy occurring in the Board of Directors, other than
one occurring because of an increase in the number of Directors, may be filled
by the affirmative bote of a majority of the remaining Directors. Any vacancy
occurring in the Board of Directors due to an increase in the number of
Directors may be filled by a majority of the entire Board of Directors. A
Director elected to fill a vacancy shall serve until the next annual meeting of
stockholders and until his successor is elected and qualifies.
Section 4. REGULAR MEETING
The Board of Directors 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 stockholders. Other regular
meetings of the Board of Directors shall be held at such times and such places,
either within or without the State of Maryland, as may be designated from time
to time by the Board of Directors.
Section 5. SPECIAL MEETING
Special meetings of the Board of Directors may be called by
the President or by any two Directors. The person or persons authorized to call
special meetings of the Board of Directors may fix any time and place, either
within or without the State of Maryland, as the time and place for holding the
special meeting of the Board of Directors called by them.
Section 6. NOTICE
Notice of every regular or special meeting of the Board shall
be given to each Director by written notice stating the time and place of the
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meeting. Notice is given to a Director when it is delivered personally to him,
left at his residence of usual place of business, or sent by telegraph, at least
twenty-four (24) hours before the time of the meeting or, in the alternative, be
mailed to his address as it appears on the records of the Corporation at least
seventy-two (72) hours before the time of the meeting. Any Director may waive
notice of any meeting by written waiver filed with the records of the meeting,
either before or after the holding thereof. The attendance of a Director at a
meeting shall constitute a waiver of notice of such meeting, except where a
Director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.
Section 7. QUORUM
Unless otherwise provided by statute, by the Charter of the
Corporation, or by these By-Laws, a majority of the Board of Directors shall
constitute a quorum for the transaction of business, but if less than such
quorum is present at a meeting, a majority of the Directors present may adjourn
the meeting from time to time without further notice.
Section 8. MANNER OF ACTING
The action of a majority of the Directors present at a meeting
at which a quorum is present shall be the action of the Board of Directors
unless the concurrence of a greater proportion is required for such action by
statute, by the Charter of the Corporation, or by these By-Laws.
Section 9. COMPENSATION
By resolution of the Board of Directors a fixed sum and
expenses of attendance, if any, may be paid to the Directors for attendance at
meetings of the Board of Directors or of committees thereof. Other compensation
for their services as such or on committees of the Board of Directors may also
be paid to Directors. No such payment shall preclude any Director from serving
the Corporation in any other capacity and receiving compensation therefor.
Section 10. INFORMAL ACTION
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Any action required or permitted to be taken at any meeting of
the Board of Directors may be taken without a meeting if a written consent to
such action is signed by all members of the Board of Directors and such written
consent is filed with the minutes of proceedings of the Board of Directors.
Section 11. MEETING BY CONFERENCE TELEPHONE
Members of the Board of Directors may participate in a meeting
by means of a conference telephone or similar communications equipment if all
persons participating in the meeting can hear each other at the same time.
Participating in a meeting by these means constitutes presence in person at a
meeting.
ARTICLE III.
COMMITTEES
Section 1. COMMITTEES
The Board of Directors may appoint from among its members an
Executive Committee and other committees composed of two or more Directors and
delegate to these committees in the intervals between meetings of the Board of
Directors any of the powers of the Board of Directors, except the power to
declare dividends or distributions on stock approve any merger or share exchange
which does not require stockholder approval, amend the By-Laws, issue stock
other than as permitted by statute, or recommend to the stockholders any action
which requires stockholder approval. Each committee may fix rules of procedure
for its business. A majority of the members of a committee shall constitute a
quorum for the transaction of business and the act of a majority od those
present at a meeting at which a quorum is present shall be the act of the
committee. The members of a committee present at any meeting, whether or not
they constitute a quorum, may appoint a Director to act in place of an absent
member. The members of a committee may conduct any meeting thereof by conference
telephone in accordance with the provisions of Article II, Section 11.
Section 2. MINUTES
Each committee shall keep minutes of its proceedings and
report the same to the Board of Directors as and when required by the Board.
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Section 3. EMERGENCY
In the event of a state of disaster of sufficient severity to
prevent the conduct and management of the affairs and business of the
Corporation under the direction of its Directors and Officers as contemplated by
its Charter and By-Laws, any two or more available members of the then incumbent
Executive Committee shall constitute a quorum of that Committee for the full
conduct and management of the affairs and business of the Corporation in
accordance with the provisions of Article III, Section 1. In the event of the
unavailability, at such time, of a minimum of two members of the then incumbent
Executive Committee, the available directors shall elect an Executive Committee
consisting of any two members of the Board of Directors, whether or not they be
Officers of the Corporation, which two members shall constitute the Executive
Committee for the full conduct and management of the affairs of the Corporation
in accordance with the foregoing provisions of this Section 3. This Section
shall be subject to implementation by resolution of the Board of Directors
passed from time to time for that purpose, and any provisions of the By-Laws
(other than this Section 3) and any resolutions which are contrary to the
provisions of this Section 3 or to the provisions of any such implementary
resolutions shall be suspended until it shall be determined by any interim
Executive Committee acting under this Section 3 that it shall be to the
advantage of the Corporation to resume the conduct and management of its affairs
and business under all the other provisions of the By-Laws.
ARTICLE IV.
OFFICERS
Section 1. EXECUTIVE OFFICERS
The Corporation shall have a President, who shall be a
Director of the Corporation, a Secretary, and a Treasurer. It may also have a
Chairman of the Board, who shall be a Director of the Corporation, one or more
Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant
Secretaries, one or more Assistant Treasurers, and such other officers as the
Board of Directors may elect. Any two offices may be held by the same person,
except those of President and Vice President, but no Officer shall execute,
acknowledge or verify any instrument in more than one capacity if such
instrument is required to be executed, acknowledged or verified by any two or
more Officers.
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Section 2. ELECTION AND TENURE
The Officers of the Corporation shall be elected by the Board
of Directors at the first meeting of the Board of Directors held after each
annual meeting of the stockholders, or as soon after such first meeting as may
be convenient. Each Officer shall hold office for such period, not to exceed one
(1) year, as the Board of Directors may fix or until his successor shall have
been duly elected and shall have qualified.
The Board of Directors may, at any time, and from time to
time, authorize the making or adoption by the Corporation of special contracts
with an Officer for services of such Officer for a fixed period and on such
terms and conditions, and with such powers, duties and compensation, as may be
fixed by such contract, and may elect such Officer for such term or terms,
whether exceeding one (1) year or not, as may be specified by such contract.
Section 3. REMOVAL
Any Officer or agent of the Corporation may be removed by the
Board of Directors whenever, in its judgment, the best interests of the
Corporation will be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed.
Section 4. VACANCIES
A vacancy in any office may be filled by the Board of
Directors for the unexpired portion of the term.
Section 5. CHAIRMAN OF THE BOARD
The Chairman of the Board, if one be elected, shall preside at
all meetings of the Board of Directors and of the stockholders at which he shall
be present. He shall have and may exercise such powers as are, from time to
time, assigned to him by the Board of Directors.
Section 6. PRESIDENT
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The President shall be elected from the Board of Directors and
shall, in the absence of the Chairman of the Board, preside at all meetings of
the Board and of the stockholders at which he is present. He shall be the chief
executive office of the Corporation and, subject to the control of the Board of
Directors, shall, in general, supervise and administer all of the business and
affairs of the Corporation. In general, the President shall have all powers and
shall perform all duties incident to the office of President and such as may
from time to time be prescribed by the Board of Directors.
Section 7. VICE PRESIDENTS
The Vice President or Vice Presidents, at the request of the
President or in his absence or during his inability to act, shall perform the
duties and exercise the functions of the President, and when so acting shall
have the powers of the President. If there be more than one Vice President, the
Board of Directors may determine which one or more of the Vice Presidents shall
perform any of such duties or exercise any of such functions, or if such
determination is not made by the Board of Directors, the President may make such
determination; otherwise any of the Vice Presidents may perform any of such
duties, and have such additional descriptive designations (if any) in their
titles as may be assigned by the Board of Directors or the President.
Section 8. THE SECRETARY
The Secretary shall in general have all powers and perform all
duties incident to the office of Secretary and such as may from time to time be
prescribed by the Board of Directors or by the President.
Section 9. THE TREASURER
The Treasurer shall have general charge of the financial
affairs of the Corporation. He shall in general have all powers and perform all
duties incident to the office of Treasurer and such as may from time to time be
prescribed by the Board of Directors or by the President.
Section 10. ASSISTANT OFFICERS
The Assistant Vice Presidents shall have such duties as may
from time to time be assigned to them by the Board of Directors or the
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President. The Assistant Secretaries shall have such duties as may from time to
time be assigned to them by the Board of Directors or the Secretary. The
Assistant Treasurers shall have such duties as may from time to time be assigned
to them by the Board of Directors of the Treasurer.
Section 11. OTHER OFFICERS
Such other officers as may be elected by the Board of
Directors shall have such powers and perform such duties as the Board may from
time to time prescribe.
Section 12. SALARIES
The salaries of the Officers shall be fixed from time to time
by the Board of Directors, and no Officer shall be prevented from receiving such
salary by reason of the fact that he is also a Director of the Corporation.
Section 13. SPECIAL APPOINTMENTS
In the absence or incapacity of any Officer, or in the event
of a vacancy in any office, the Board of Directors may designate any person to
fill any such office pro tempore or for any particular purpose.
ARTICLE V.
SEAL
The seal of the Corporation shall be circular in form with the
words "CHEUNG LABORATORIES, INC." in the periphery and the words and figures
"INCORPORATED 1982 MARYLAND" in the center.
ARTICLE VI.
STOCK
Section 1. CERTIFICATES OF STOCK
Certificates representing shares of the Corporation shall be
in such form as shall be determined by the Board of Directors. Each certificate
shall be signed,
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manually or by facsimile, by the President or a Vice President and countersigned
by the Secretary or the Treasurer and shall be sealed with the corporate seal or
a facsimile of it. All certificates surrendered to the Corporation for transfer
shall be cancelled, and no new certificates shall be issued until the former
certificate for a like number of shares shall have been surrendered and
cancelled, except that in case of a lost, stolen, destroyed or mutilated
certificate, a new one may be issued therefor upon such terms and indemnity to
the Corporation as the Board of Directors may prescribe.
Section 2. TRANSFER OF SHARES
Transfer of shares of the Corporation shall be made only on
its stock transfer books by the holder of record thereof, or by his attorney
thereunto authorized by power of attorney duly executed and filed with the
Secretary of the Corporation, and on surrender for cancellation of the
certificate for such shares. The person in whose name shares stand on the books
of the Corporation shall be deemed to be the owner thereof for all purposes. The
Board of Directors shall have power and authority to make such other rules and
regulations as it may deem necessary or appropriate concerning the issue,
transfer and registration of certificates of stock; and may appoint transfer
agents and registrars thereof. The duties of transfer agent and registrar may be
combined.
Section 3. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS'
RIGHTS
The Board of Directors may fix, in advance, a date as the
record date for the purpose of determining the stockholders entitled to notice
of, or to vote at, any meeting of stockholders, or the stockholders entitled to
receive payment of any dividend or the allotment of any rights, or in order to
make a determination of stockholders for any other proper purpose. Only
stockholders of record on such date shall be entitled to notice of, and to vote
at, such meeting or to receive such dividends or rights, as the case may be,
notwithstanding any transfer of any stock on the books of the Corporation after
such record date fixed as aforesaid.
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ARTICLE VII.
AMENDMENTS
The By-Laws may be altered, amended or repealed, and new
By-Laws may be adopted, by a majority of the entire Board of Directors.
ARTICLE VIII.
FISCAL YEAR
The fiscal year of the Corporation shall end on September 30
of each year.
ARTICLE IX.
INDEMNIFICATION
Section 1. DEFINITIONS
As used in this Article IX, any word or words defined in
Section 2-418 of the Corporations and Associations Article of the Annotated Code
of Maryland, as amended from time to time (the "Indemnification Section"), shall
have the same meaning as provided in the Indemnification Section.
Section 2. DIRECTORS AND OFFICERS
The Corporation shall indemnify and advance expenses to a
Director or Officer of the Corporation in connection with a proceeding to the
fullest extent permitted by and in accordance with the Indemnification Section.
Section 3. OTHER EMPLOYEES AND AGENTS
With respect to an employee or agent, other than a Director of
Officer, of the Corporation, the Corporation may, as determined by the Board of
Directors of the Corporation, indemnify and advance expenses to such employee or
agent in connection with a proceeding to the extent permitted by and in
accordance with the Indemnification Section.
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ARTICLE X.
WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is
required to be given to any stockholder or director of the Corporation under the
provisions of these ByLaws or under the provisions of the Articles of
Incorporation, a waiver thereof in writing, sighed by the person or persons
entitled to such notice, whether before of after the time stated therein, shall
be deemed equivalent to the giving of such notice.
ARTICLE XI.
AMENDMENTS
These By-Laws may be altered, amended or repealed and new
By-Laws may be adopted by a vote of the stockholders representing a majority of
all shares issued and outstanding, at any annual stockholders' meeting or at any
special stockholders' meeting when the proposed amendment has been set out in
the notice of such meeting.
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