E-XACT TRANSACTIONS LTD.
BYLAWS
Article I
OFFICES
The registered office of E-xact Transactions Ltd. (the
"Corporation") in the State of Delaware shall be in the City of Wilmington,
County of New Castle, State of Delaware. The Corporation shall have offices at
such other places as the board of directors may from time to time determine.
Article II
STOCKHOLDERS
Section 1. Annual Meetings.
The annual meeting of stockholders for the election of directors and
for the transaction of such other business as may properly come before the
meeting shall be held on the date and at the time fixed, from time to time, by
the board of directors. Each such annual meeting shall be held at such place,
within or without the State of Delaware, as shall be determined by the board of
directors. The day, place and hour of each annual meeting shall be specified in
the notice of such annual meeting. Any annual meeting of stockholders may be
adjourned from time to time and place to place until its business is completed.
Section 2. Special Meetings.
Except as otherwise required by law or by the certificate of
incorporation, special meetings of stockholders may be called by the chairman of
the board, the president, a vice president or the board of directors pursuant to
a resolution approved by a majority of the entire board of directors or a sole
remaining director, and shall be called by the president or secretary at the
written request of stockholders owning a majority in amount of the entire
capital stock of the Corporation issued and outstanding and entitled to vote.
The term "entire board of directors," as used in these bylaws, means the total
number of directors which the Corporation would have if there were no vacancies.
Section 3. Stockholder Action.
Any action required or permitted to be taken by the stockholders of
the Corporation must be effected at a duly called annual or special meeting of
such stockholders and may be effected without a meeting, without prior notice
and without a vote, if a consent in
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writing, setting forth the action so taken, shall be signed by all of the
stockholders entitled to vote.
Section 4. Notice of Meeting.
Written notice stating the place, date and hour of the meeting and,
in case of a special meeting, the purpose or purposes for which the meeting is
called, shall be given not less than ten nor more than sixty days before the
date of the meeting, except as otherwise required by statute or the certificate
of incorporation, either personally or by mail, prepaid telegram, telex,
facsimile transmission, cablegram, overnight courier or radiogram, to each
stockholder of record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be given when deposited in the United States mail, postage
prepaid, addressed to the stockholder at his address as it appears on the stock
records of the Corporation. If given personally or otherwise than by mail, such
notice shall be deemed to be given when either handed to the stockholder or
delivered to the stockholder's address as it appears on the stock records of the
Corporation.
Section 5. Waiver.
Attendance of a stockholder of the Corporation, either in person or
by proxy, at any meeting, whether annual or special, shall constitute a waiver
of notice of such meeting, except where a stockholder attends a meeting for the
express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. A written waiver of notice of any such meeting signed by a stockholder
or stockholders entitled to such notice, whether before, at or after the time
for notice or the time of the meeting, shall be equivalent to notice. Neither
the business to be transacted at, nor the purposes of, any meeting need be
specified in any written waiver of notice.
Section 6. Voting List.
The secretary shall prepare and make available, at least ten days
before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order and showing the
address and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder 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, which place shall be specified in the notice of the
meeting or, if not so specified, at the place where the meeting is to be held.
The list shall be produced and kept at the place of the meeting during the whole
time thereof and may be inspected by any stockholder who is present.
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Section 7. Quorum.
Except as otherwise required by law, the certificate of
incorporation or these bylaws, the holders of not less than a majority of the
shares entitled to vote at any meeting of the stockholders, present in person or
by proxy, shall constitute a quorum, and the act of the majority of such quorum
shall be deemed the act of the stockholders. If a quorum shall fail to attend
any meeting, the chairman of the meeting may adjourn the meeting from time to
time, without notice if the time and place are announced at the meeting, until a
quorum shall be present. At such adjourned meeting at which a quorum is present,
any business may be transacted 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 stockholder of record entitled to
vote at the meeting.
If a notice of any adjourned special meeting of stockholders is sent
to all stockholders entitled to vote thereat, stating that it will be held with
those present constituting a quorum, then, notwithstanding the prior paragraph
and except as otherwise required by law, those present at such adjourned meeting
shall constitute a quorum, and all matters shall be determined by a majority of
votes cast at such meeting.
Section 8. Record Date.
In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting, or at any adjournment of a
meeting of stockholders; 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 of directors may fix, in advance, a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the board of directors. The record date for
determining the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournments thereof shall not be more than sixty nor less
than ten days before the date of such meeting. The record date for any other
action shall not be more than sixty days prior to such action. If no record date
is fixed: (i) the record date for determining stockholders entitled to notice of
or to vote at any meeting shall be the close of business on the day next
preceding the day on which notice is given or, if notice is waived by all
stockholders, at the close of business on the day next preceding the day on
which the meeting is held; and (ii) the record date for determining stockholders
for any other purpose shall be at the close of business on the day on which the
board of directors adopts the resolution relating to such other purpose. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.
Section 9. Voting and Proxies.
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At every meeting of the stockholders, each stockholder shall be
entitled to one vote, in person or by proxy, for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three years from its date unless the proxy provides for a longer period.
When a quorum is present at any meeting, the vote of the holders of a majority
of the stock having voting power present in person or represented by proxy shall
decide any question brought before such meeting, unless the question is one upon
which, by express provision of the statutes or of the certificate of
incorporation, a different vote is required, in which case such express
provision shall govern.
Section 10. Procedure.
The order of business and all other matters of procedure at every
meeting of the stockholders may be determined by the presiding officer.
Article III
DIRECTORS
Section 1. Number.
Except as otherwise fixed pursuant to the provisions of the
certificate of incorporation, the number of directors shall be fixed from time
to time exclusively by resolutions adopted by the board of directors; provided,
however, that the number of directors shall at no time be less than one and
further provided that no decrease in the number of directors constituting the
board of directors shall shorten the term of any incumbent director and
provided, further, that a newly created directorship established by the election
of an additional member of the board by the board of directors shall be deemed
to automatically increase the size of the board by one.
Section 2. Election and Terms.
A director shall hold office until the annual meeting for the year
in which his term expires and until his successor shall be elected and
qualified, subject, however, to such director's prior death, resignation,
retirement, disqualification or removal from office.
Section 3. Newly Created Directorships and Vacancies.
Except as otherwise fixed pursuant to the provisions of certificate
of incorporation, newly created directorships resulting from any increase in the
number of directors and any vacancies on the board of directors 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 or
a sole remaining director, even though less than a quorum of the board of
directors, or by the stockholders. Any director elected in accordance with the
preceding sentence shall hold office for the remainder of the full term of the
new
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directorship which was created or in which the vacancy occurred and until such
director's successor shall have been elected and qualified.
Section 4. Regular Meetings.
The first meeting of each newly elected board of directors elected
at the annual meeting of stockholders shall be held immediately after and at the
same place as, the annual meeting of the stockholders, provided a quorum is
present, and no notice of such meeting shall be necessary in order to legally
constitute the meeting. Regular meetings of the board of directors shall be held
at such times and places as the board of directors may from time to time
determine.
Section 5. Special Meetings.
Special meetings of the board of directors may be called at any
time, at any place and for any purpose by the chairman of the executive
committee, the chairman of the board, the chief executive officer, or by any
officer of the Corporation upon the request of a majority of the entire board of
directors.
Section 6. Notice of Meetings.
Notice of regular meetings of the board of directors need not be
given.
Notice of every special meeting of the board of directors shall be
given to each director at his usual place of business or at such other address
as shall have been furnished by him for such purpose. Such notice shall be
properly and timely given if it is: (a) deposited in the United States mail not
later than the third calendar day preceding the date of the meeting or (b)
personally delivered, telegraphed, sent by facsimile transmission or
communicated by telephone at least twenty-four hours before the time of the
meeting. Such notice need not include a statement of the business to be
transacted at, or the purpose of, any such meeting.
Section 7. Waiver.
Attendance of a director at a meeting of the board of directors
shall constitute a waiver of notice of such meeting, except where a director
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened. A written waiver of notice signed by a director or directors
entitled to such notice, whether before, at, or after the time for notice or the
time of the meeting, shall be equivalent to the giving of such notice.
Section 8. Quorum.
Except as may be otherwise provided by law, in the certificate of
incorporation, or in these bylaws, the presence of a majority of the entire
board of directors shall be necessary and sufficient to constitute a quorum for
the transaction of business at any meeting
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of the board of directors, and the act of a majority of the directors present at
a meeting at which a quorum is present shall be deemed the act of the board of
directors. Less than a quorum may adjourn any meeting of the board of directors
from time to time without notice.
Section 9. Participation in Meetings by Telephone.
Members of the board of directors, or of any committee thereof, may
participate in a meeting of such board or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other and such participation shall
constitute presence in person at such meeting.
Section 10. Powers.
The business, property and affairs of the Corporation shall be
managed by or under the direction of its board of directors, which shall have
and may exercise all the powers of the Corporation to do all such lawful acts
and things as are not by law, by the certificate of incorporation or by these
bylaws, directed or required to be exercised or done by the stockholders.
Section 11. Compensation of Directors.
Directors shall receive such compensation for their services as
shall be determined by a majority of the entire board of directors, provided
that directors who are serving the Corporation as officers or employees and who
receive compensation for their services as such officers or employees shall not
receive any salary or other compensation for their services as directors.
Section 12. Action without a Meeting.
Unless otherwise restricted by the certificate of incorporation or
these bylaws, any action required or permitted to be taken at any meeting of the
board of directors or any committee thereof may be taken without a meeting if
written consent thereto is signed by all members of the board of directors or of
such committee, as the case may be, and such written consent is filed with the
minutes of proceedings of the board or committee. Any such consent may be in
counterparts and shall be effective on the date of the last signature thereon
unless otherwise provided therein.
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Article IV
COMMITTEES
Section 1. Designation of Committees.
The board of directors may establish committees for the performance
of delegated or designated functions to the extent permitted by law, each
committee to consist of one or more directors of the Corporation. In the absence
or disqualification of a member of a committee, 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 of
directors to act at the meeting in the place of such absent or disqualified
member.
Section 2. Committee Powers and Authority.
The board of directors may provide, by resolution or by amendment to
these bylaws, that a committee may exercise all the power and authority of the
board of directors 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 a committee may not
exercise the power or authority of the board of directors in reference to
amending the certificate of incorporation, adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or exchange of
all or substantially all of the Corporation's property and assets, recommending
to the stockholders a dissolution of the Corporation or a revocation of a
dissolution, or amending these bylaws; and, unless the resolution expressly so
provides, no such committee shall have the power or authority to declare a
dividend or to authorize the issuance of stock.
Section 3. Committee Procedures.
To the extent the board of directors or the committee does not
establish other procedures for the committee, each committee shall be governed
by the procedures established in Article III, Section 4 (except as they relate
to an annual meeting of the board of directors) and Article III, Sections 5, 6,
7, 9, 10, and 12 of these bylaws, as if the committee were the board of
directors.
Article V
OFFICERS
Section 1. Number.
The officers of the Corporation shall be appointed or elected by the
board of directors. The officers shall be a chief executive officer, a
president, such number of executive vice presidents as the board of directors
may from time to time determine, such
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number of vice presidents as the board of directors may from time to time
determine, a secretary, such assistant secretaries as the board of directors may
from time to time determine, and a treasurer. Any person may hold two or more
offices at the same time.
Section 2. Additional Officers.
The board of directors may appoint such other officers as it shall
deem appropriate.
Section 3. Term of Office, Resignation.
All officers, agents and employees of the Corporation shall hold
their respective offices or positions at the pleasure of the board of directors
and may be removed at any time by the board of directors with or without cause.
Any officer may resign at any time by giving written notice of his resignation
to the chief executive officer, the president or to the secretary, and
acceptance of such resignation shall not be necessary to make it effective
unless the notice so provides. Any vacancy occurring in any office shall be
filled by the board of directors.
Section 4. Duties.
The officers of the Corporation shall perform the duties and
exercise the powers as may be assigned to them from time to time by the board of
directors or the president and chief executive officer. In the absence of such
assignment, the officers shall have the duties and powers described in Sections
5 through 10 of this Article.
Section 5. Chief Executive Officer.
The chief executive officer shall be chief executive officer of the
Corporation and, subject to the direction and control of the board of directors,
shall manage the business of the Corporation. The chief executive officer shall
also be deemed to be the chairman of the board or President of the Corporation
at any time when those offices are otherwise vacant. The chief executive officer
may execute contracts, deeds and other instruments on behalf of the Corporation.
The chief executive officer shall have full authority on behalf of the
Corporation to attend any meeting, give any waiver, cast any vote, grant any
discretionary or directed proxy to any person, and exercise any other rights of
ownership with respect to any shares of capital stock or other securities held
by the Corporation and issued by any other corporation or with respect to any
partnership, trust or similar interest held by the Corporation.
Section 6. President
The president shall, subject to the direction and control of the
board of directors and the chief executive officer, shall manage the business of
the Corporation. The president may execute contracts, deeds and other
instruments on behalf of the Corporation. In the
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absence of the chief executive officer or in the event of his disability,
inability or refusal to act, the president shall perform the duties and exercise
the power of the chairman of the board and chief executive officer. The
president shall have full authority on behalf of the Corporation to attend any
meeting, give any waiver, cast any vote, grant any discretionary or directed
proxy to any person, and exercise any other rights of ownership with respect to
any shares of capital stock or other securities held by the Corporation and
issued by any other corporation or with respect to any partnership, trust or
similar interest held by the Corporation.
Section 7. Executive Vice President.
Each executive vice president, if any, shall perform such functions
as may be prescribed by the board of directors, the chairman of the board and
chief executive officer or the president and chief operating officer. Each
executive vice president may execute contracts, deeds and other instruments on
behalf of the Corporation. Each executive vice president shall have full
authority on behalf of the Corporation to attend any meeting, give any waiver,
cast any vote, grant any discretionary or directed proxy to any person, and
exercise any other rights of ownership with respect to any shares of capital
stock or other securities held by the Corporation and issued by any other
corporation or with respect to any partnership, trust or similar interest held
by the Corporation. Each executive vice president shall perform such other
duties as the board, the chief executive officer or the president may from time
to time prescribe or delegate to him.
Section 8. Vice President.
Each vice president, if any, shall perform such functions as may be
prescribed by the board of directors, the chief executive officer, the
president, or any executive vice president. Each vice president may execute
contracts, deeds and other instruments on behalf of the Corporation. The vice
president shall have full authority on behalf of the Corporation to attend any
meeting, give any waiver, cast any vote, grant any discretionary or directed
proxy to any person, and exercise any other rights of ownership with respect to
any shares of capital stock or other securities held by the Corporation and
issued by any other corporation or with respect to any partnership, trust or
similar interest held by the Corporation. Each vice president shall perform such
other duties as the board, the chief executive officer, the president or any
executive vice president may from time to time prescribe or delegate to him.
Section 9. Secretary.
The secretary shall give, or cause to be given, notice of all
meetings of the stockholders and, upon the request of a person entitled to call
a special meeting of the board of directors, he shall give notice of any such
special meeting. He shall keep the minutes of all meetings of the stockholders,
the board of directors or any committee established by the board of directors.
The secretary shall be responsible for the maintenance of all records of the
Corporation and may attest documents on behalf of the Corporation. The secretary
shall
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perform such other duties as the board, the chief executive officer, the
president or any vice president may from time to time prescribe or delegate to
him.
Section 10. Assistant Secretary.
Assistant secretaries of the corporation shall, in general, perform
the duties as are assigned to them by the secretary or by the president or by
the board of directors from time to time. Any assistant secretary or
secretaries, when authorized by the board of directors, may sign with the
president or a vice president certificates for the corporation's shares, the
issuance of which have been authorized by a resolution of the board of
directors.
Section 11. Treasurer.
The treasurer shall be responsible for the control of the funds of
the Corporation and the custody of all securities owned by the Corporation. The
treasurer shall perform such other duties as the board, the chief executive
officer, the president or any vice president may from time to time prescribe or
delegate to him.
Section 12. Compensation.
Officers shall receive such compensation, if any, for their services
as may be authorized or ratified by the board of directors. Election or
appointment as an officer shall not of itself create a right to compensation for
services performed as such officer.
Article VI
INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES
Section 1. Directors and Officers.
Subject to the certificate of incorporation and the other sections
of this Article, the Corporation shall indemnify, to the fullest extent
permitted by, and in the manner permissible under, the laws of the State of
Delaware in effect on the date hereof and as amended from time to time, any
person who was or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that he is or was a director or officer of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, association or other enterprise, against expenses (including
attorneys' fees), judgments, fines, ERISA excise taxes or penalties and amounts
paid in settlement actually and reasonably incurred by him in connection with
such action, suit or proceeding, including any action, suit or proceeding by or
in the right of the Corporation (a "Proceeding"). The Corporation shall advance
all reasonable expenses incurred by or on behalf of any such person in
connection with any Proceeding within ten days after the receipt by the
Corporation of a statement or statements from such
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person requesting such advance or advances from time to time, whether prior to
or after final disposition of such Proceeding. Such statement or statements
shall reasonably evidence the expenses incurred by such person and, if such
person is an officer or director of the Corporation, shall include or be
preceded or accompanied by an undertaking by or on behalf of such person to
repay any expenses advanced if it shall ultimately be determined that such
person is not entitled to be indemnified against such expenses. Costs, charges
or expenses of investigating or defending Proceedings for which indemnity shall
be sought hereunder may be incurred without the Corporation's consent provided
that no settlement of any such Proceeding may be made without the Corporation's
consent, which consent shall not be unreasonably withheld.
Section 2. Determination of Right to Indemnification.
a. Any indemnification requested by any person under Section 1 of
this Article shall be made no later than forty-five days after receipt of the
written request of such person unless a determination is made within said
forty-five day period: (i) by a majority vote of directors who are not parties
to such Proceedings, or (ii) in the event a quorum of non-involved directors is
not obtainable, at the election of the Corporation, by independent legal counsel
in a written opinion, that such person is not entitled to indemnification
hereunder.
b. Notwithstanding a determination under Section 2(a) above that any
person is not entitled to indemnification with respect to a Proceeding, such
person shall have the right to apply to any court of competent jurisdiction for
the purpose of enforcing such person's right to indemnification pursuant to
these bylaws. Neither the failure of the Corporation (including its board of
directors or independent legal counsel) to have made a determination prior to
the commencement of such action that such person is entitled to indemnification
hereunder, nor an actual determination by the Corporation (including its board
of directors or independent legal counsel) that such person is not entitled to
indemnification hereunder, shall be a defense to the action or create any
presumption that such person is not entitled to indemnification hereunder.
c. The Corporation shall indemnify any person against all expenses
incurred in connection with any hearing or Proceeding under this Section 2 if
such person prevails on the merits or otherwise in such Proceeding.
Section 3. Subrogation.
In the event of payment under these bylaws, the indemnifying party
or parties shall be subrogated to the extent of such payment to all of the
rights of recovery of the indemnified person therefor and such indemnified
person shall execute all papers required and shall do everything that may be
necessary to secure such rights, including the execution of such documents
necessary to enable the indemnifying party or parties to effectively bring suit
to enforce such rights.
Section 4. Presumptions and Effect of Certain Proceedings.
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a. In making a determination with respect to entitlement to
indemnification hereunder, the person or persons or entity making such
determination shall presume that such person is entitled to indemnification
under this Article, and the Corporation shall have the burden of proof to
overcome that presumption in connection with the making by any person, persons
or entity of any determination contrary to that presumption.
b. The termination of any Proceeding or of any claim, issue or
matter therein, by judgment, order, settlement or conviction, or upon a plea of
nolo contendere or its equivalent, shall not (except as otherwise expressly
provided in these Bylaws) of itself adversely affect the right of any person to
indemnification or create a presumption that such person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Corporation or, with respect to any criminal
Proceeding, that such person had reasonable cause to believe that his conduct
was unlawful.
Section 5. Exception to Right of Indemnification or Advancement of Expenses.
Notwithstanding any other provision of these bylaws, no person shall
be entitled to indemnification or advancement of expenses under these bylaws
with respect to any Proceeding brought by such person, unless the bringing of
such Proceeding or making of such claim shall have been approved by the board of
directors.
Section 6. Contract.
The foregoing provisions of this Article shall be deemed to be a
contract between the Corporation and each director and officer who serves in
such capacity at any time while this bylaw is in effect, and any repeal or
modification thereof shall not affect any rights or obligations then existing
with respect to any state of facts then or theretofore existing or any
Proceeding theretofore or thereafter brought based in whole or in part upon any
such state of facts.
The foregoing rights of indemnification shall not be deemed
exclusive of any other rights to which any director or officer may be entitled
apart from the provisions of this Article.
Section 7. Surviving Corporation.
The board of directors may provide by resolution that references to
"the Corporation" in this Article shall include, in addition to this
Corporation, all constituent corporations absorbed in a merger with this
Corporation so that any person who was a director or officer of such a
constituent corporation or is or was serving at the request of such constituent
corporation as a director, employee or agent of another corporation,
partnership, joint venture, trust, association or other entity shall stand in
the same position under the provisions of this Article with respect to this
Corporation as he would if he had served this Corporation in the same capacity
or is or was so serving such other entity at the request of this Corporation, as
the case may be.
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Section 8. Inurement.
The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article shall continue as to a person who has ceased
to be a director or officer and shall inure to the benefit of the heirs,
executors and administrators of such person.
Section 9. Employees and Agents.
To the same extent as it may do for a director or officer, the
Corporation may indemnify and advance expenses to a person who is not and was
not a director or officer of the Corporation but who is or was an employee or
agent of the Corporation.
Article VII
CAPITAL STOCK
Section 1. Certificates.
Each stockholder of the Corporation shall be entitled to a
certificate or certificates signed by or in the name of the Corporation by the
chief executive officer, the president or a vice president, and by the treasurer
or an assistant treasurer and the secretary or an assistant secretary,
certifying the number of shares of stock of the Corporation owned by such
stockholder. Any or all the signatures on the certificate may be a facsimile.
Section 2. Facsimile Signatures.
In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if he, she
or it was such officer, transfer agent or registrar at the date of issue.
Section 3. Registered Stockholders.
The Corporation shall be entitled to treat the holder of record of
any share or shares of stock of the Corporation as the holder in fact thereof
and, accordingly, shall not be bound to recognize any equitable or other claim
to or interest in such share or shares on the part of any other person, whether
or not it has actual or other notice thereof, except as provided by law.
Section 4. Cancellation of Certificates.
All certificates surrendered to the Corporation shall be canceled
and, except in the case of lost, stolen or destroyed certificates, no new
certificates shall be issued until the
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former certificate or certificates for the same number of shares of the same
class of stock have been surrendered and canceled.
Section 5. Lost, Stolen or Destroyed Certificates.
The board of directors may direct a new certificate or certificates
to be issued in place of any certificate or certificates theretofore issued by
the Corporation alleged to have been lost, stolen or destroyed upon the making
of an affidavit of that fact by the person claiming the certificate or
certificates to be lost, stolen or destroyed. In its discretion, and as a
condition precedent to the issuance of any such new certificate or certificates,
the board of directors may require that the owner of such lost, stolen or
destroyed certificate or certificates, or such person's legal representative,
give the Corporation and its transfer agent or agents, registrar or registrars a
bond in such form and amount as the board of directors may direct as indemnity
against any claim that may be made against the Corporation and its transfer
agent or agents, registrar or registrars on account of the alleged loss, theft
or destruction of any such certificate or the issuance of such new certificate.
Section 6. Transfer of Shares.
Shares of stock shall be transferable on the books of the
Corporation by the holder thereof, in person or by duly authorized attorney,
upon the surrender of the certificate or certificates representing the shares to
be transferred, properly endorsed, with such proof or guarantee of the
authenticity of the signature as the Corporation or its agents may reasonably
require.
Section 7. Transfer Agents and Registrars.
The Corporation may have one or more transfer agents and one or more
registrars of its stock, whose respective duties the board of directors may,
from time to time, define. No certificate of stock shall be valid until
countersigned by a transfer agent, if the Corporation shall have a transfer
agent, or until registered by the registrar, if the Corporation shall have a
registrar. The duties of transfer agent and registrar may be combined.
Article VIII
SEAL
The board of directors may adopt and provide a seal which shall be
circular in form and shall bear the name of the Corporation and the words "Seal"
and "Delaware," and which, when adopted shall constitute the corporate seal of
the Corporation.
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Article IX
FISCAL YEAR
The fiscal year for the Corporation shall close on the 31st of
December of each year.
Article X
AMENDMENTS
Subject to the provisions of the certificate of incorporation, these
bylaws may be altered, amended or repealed at any regular meeting of the
stockholders (or at any special meeting thereof duly called for that purpose) by
a majority vote of the shares represented and entitled to vote at such meeting,
provided that in the notice of such special meeting, notice of such purpose
shall be given. Subject to the laws of the State of Delaware, the certificate of
incorporation and these bylaws, the board of directors may, by majority vote of
those present at any meeting at which a quorum is present, amend these bylaws or
enact such other bylaws as in their judgment may be advisable for the regulation
of the conduct of the affairs of the Corporation.
/s/ Not Legible
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Secretary
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