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EXHIBIT 3.2
BYLAWS
OF
ALLERGAN SPECIALTY THERAPEUTICS, INC.
ARTICLE I
REGISTERED OFFICE AND REGISTERED AGENT
SECTION 1. REGISTERED OFFICE. The registered office of the corporation
shall be in the City of Dover, County of Kent, State of Delaware.
SECTION 2. OTHER OFFICES. The corporation may also have offices at such
other places, both within or without the State of Delaware, as the Board of
Directors may from time to time determine or the business of the corporation may
require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 3. TIME AND PLACE OF MEETINGS. All meetings of the stockholders
shall be held at such time and place, either within or without the State of
Delaware, as shall be fixed by the Board of Directors and stated in the notice
or waiver of notice of the meeting.
SECTION 4. ANNUAL MEETING. An annual meeting of the 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 such date and at such time
and place as the Board of Directors shall each year designate.
SECTION 5. SPECIAL MEETINGS. Special meetings of the stockholders, for
any purpose or purposes prescribed in the notice of meeting, may be called only
by the Board of Directors, the Chairman of the Board or the President of the
corporation.
SECTION 6. NO ACTION WITHOUT MEETING. Except as otherwise provided in
the Certificate of Incorporation, at any time when the corporation has more than
one stockholder of any class of capital stock, no action required to be taken or
which may be taken at any annual or special meeting of the stockholders of such
class of capital stock of the corporation may be taken without a meeting, and
the power of stockholders to consent in writing, without a meeting, to the
taking of any action is specifically denied.
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SECTION 7. NOTICE.
(a) Written notice of the place, date, and time of all meetings
of the stockholders shall be given, not less than ten (10) nor more than sixty
(60) days before the date on which the meeting is to be held, to each
stockholder entitled to vote at such meeting, except as otherwise provided
herein or required by law (meaning, here and hereinafter, as required from time
to time by the Delaware General Corporation Law or the Certificate of
Incorporation of the corporation).
(b) When a meeting is adjourned to another place, date or time,
written notice need not be given of the adjourned meeting if the place, date and
time thereof are announced at the meeting at which the adjournment is taken and
the adjournment is not for more than thirty (30) days; provided however, that if
the date of any adjourned meeting is more than thirty (30) days after the date
for which the meeting was originally noticed, or if a new record date is fixed
for the adjourned meeting, written notice of the place, date, and time of the
adjourned meeting shall be given in conformity herewith. At any adjourned
meeting, any business may be transacted which might have been transacted at the
original meeting.
SECTION 8. NOMINATIONS AND PROPOSALS.
(a) The Board of Directors of the corporation may nominate
candidates for election as directors of the corporation and may propose such
other matters for approval of the stockholders as the board deems necessary or
appropriate.
(b) Any stockholder entitled to vote for directors may nominate
candidates for election as directors of the corporation; provided, however, that
so long as the corporation has more than one stockholder, no nominations for
director of the corporation by any person other than the Board of Directors
shall be presented to any meeting of stockholders unless the person making the
nomination is a record stockholder and shall have delivered a written notice to
the Secretary of the corporation no later than the close of business sixty (60)
days in advance of the stockholder meeting or ten (10) days after the date on
which notice of the meeting is first given to the stockholders, whichever is
later. Such notice (i) shall set forth the name and address of the person
advancing such nomination and the nominee, together with such information
concerning the person making the nomination and the nominee as would be required
by the appropriate Rules and Regulations of the Securities and Exchange
Commission to be included in a proxy statement soliciting proxies for the
election of such nominee, and (ii) shall include the duly executed written
consent of such nominee to serve as director if elected.
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(c) No proposal by any person other than the Board of Directors
shall be submitted for the approval of the stockholders at any regular or
special meeting of the stockholders of the corporation unless the person
advancing such proposal shall have delivered a written notice to the Secretary
of the corporation no later than the close of business sixty (60) days in
advance of the stockholder meeting or ten (10) days after the date on which
notice of the meeting is first given to the stockholders, whichever is later.
Such notice shall set forth the name and address of the person advancing the
proposal, any material interest of such person in the proposal, and such other
information concerning the person making such proposal and the proposal itself
as would be required by the appropriate Rules and Regulations of the Securities
and Exchange Commission to be included in a proxy statement soliciting proxies
for the proposal.
SECTION 9. QUORUM AND REQUIRED VOTE.
(a) At any meeting of the stockholders, the holders of a majority
of all of the shares of the stock entitled to vote on the subject matter at the
meeting, present in person or by proxy, shall constitute a quorum, unless or
except to the extent that the presence of a larger number may be required by
law. Except as otherwise provided in these bylaws or as otherwise required by
law, the affirmative vote of a majority of shares present in person or
represented by proxy at the meeting and entitled to vote on the subject matter
shall be the act of the stockholders.
(b) If a quorum shall fail to attend any meeting, the chairman of
the meeting or the holders of a majority of the shares of stock entitled to vote
who are present, in person or by proxy, may adjourn the meeting to another
place, date, or time.
(c) 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 except as otherwise provided
in these bylaws or 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 the votes cast at such meeting.
SECTION 10. ORGANIZATION. The Chairman of the Board or, in his or her
absence, the President of the corporation or, in the absence of both, such
person as may be designated by the Board of Directors or, if there is no such
designation, such person as may be chosen by the holders of a majority of the
shares entitled to vote who are present, in person or by proxy, shall call to
order any meeting of the stockholders and act as chairman of the meeting.
SECTION 11. CONDUCT OF BUSINESS. The chairman of any meeting of
stockholders shall determine the order of business and the procedure at the
meeting, including such
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regulation of the manner of voting and the conduct of discussion as seem to him
or her in order.
SECTION 12. PROXIES AND VOTING. At any meeting of the stockholders,
every stockholder entitled to vote may vote in person or by proxy authorized by
an instrument in writing filed in accordance with the procedures established for
the meeting.
SECTION 13. STOCK LIST. A complete list of stockholders entitled to vote
at any meeting of stockholders, arranged in alphabetical order and showing the
address of each such stockholder and the number of shares of each class
registered in his or her name, 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 stock list shall also be kept at the place of the
meeting during the whole time thereof and shall be open to the examination of
any such stockholder present.
ARTICLE III
BOARD OF DIRECTORS
SECTION 14. POWERS. The business and affairs of the corporation shall be
managed by or under the direction of its Board of Directors.
SECTION 15. NUMBER, CLASSIFICATION AND TERM OF OFFICE. The number of
directors of the corporation who shall constitute the whole board shall be five
(5) or as otherwise provided in this corporation's Certificate of Incorporation.
Subject to the corporation's Certificate of Incorporation, each director shall
serve for a term ending on the next annual meeting of stockholders following the
date as of which the director was elected, or until his or her successor is duly
elected and qualified or until his or her death, resignation or removal.
SECTION 16. REMOVAL. Except as otherwise provided in the corporation's
Certificate of Incorporation, a director may be removed from office only with
cause, and then only by the holders of a majority of the shares entitled to vote
in an election of directors.
SECTION 17. RESIGNATIONS. A director may resign at any time by giving
written notice to the corporation. Such resignation shall be effective when
given unless the director specifies a later time. The resignation shall be
effective regardless of whether it is accepted by the corporation.
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SECTION 18. VACANCIES. Except as otherwise provided in the corporation's
Certificate of Incorporation, 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 (and not by stockholders), even though less than a quorum of the Board of
Directors. Any director elected in accordance with the preceding sentence shall
hold office until such director's successor shall have been elected and
qualified.
SECTION 19. REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such place or places, on such date or dates, and at such time
or times as shall have been established by the Board of Directors and publicized
among all directors. A notice of each regular meeting shall not be required.
SECTION 20. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the Chairman of the Board, the President or any two directors.
SECTION 21. NOTICE OF MEETINGS.
(a) Special meetings and regular meetings not fixed as provided
in these Bylaws shall be held upon four (4) days' notice by mail or two (2)
days' notice delivered personally or by telephone or telegraph to each director
who does not waive such notice. The notice shall state the place, date and time
of the meeting. Unless otherwise indicated in the notice, any and all business
may be transacted at a special meeting.
(b) Notice of a reconvened meeting need not be given if the
place, date and time of the reconvened meeting are announced at the meeting at
which the adjournment is taken and the adjournment is not for more than
twenty-four (24) hours. If a meeting is adjourned for more than twenty-four (24)
hours, notice of the reconvened meeting shall be given prior to the time of that
reconvened meeting to the directors who were not present at the time of
adjournment.
SECTION 22. ACTION WITHOUT MEETING. Except as required by law, 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 all members
of the Board of Directors or any committee thereof, as the case may be, consent
thereto in writing and the writing or writings are filed with the minutes of the
Board of Directors or committee.
SECTION 23. MEETING BY TELEPHONE. Except as required by law, members of
the Board of Directors, or of any committee thereof may participate in the
meeting of the Board of Directors or committee by means of conference telephone
or similar communications equipment if all persons who participate in the
meeting can hear each other. Such participation shall constitute presence in
person at such meeting.
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SECTION 24. QUORUM AND MANNER OF ACTING. At any meeting of the Board of
Directors, a majority of the directors then in office shall constitute a quorum
for all purposes. A meeting at which a quorum is initially present may continue
to transact business notwithstanding the withdrawal of directors. If a quorum
shall fail to attend any meeting, a majority of those present may adjourn the
meeting to another place, date, or time, without further notice or waiver
thereof. Except as provided herein, the act of the majority of the directors
present at any meeting at which a quorum is present shall be the act of the
Board of Directors.
SECTION 25. COMMITTEES OF THE BOARD OF DIRECTORS. The Board of
Directors, by a vote of a majority of the whole Board, may from time to time
designate committees of the Board, with such lawfully delegable powers and
duties as it thereby confers, to serve at the pleasure of the Board and shall,
for those committees and any others provided for herein, elect a director or
directors to serve as the member or members, designating, if it desires, other
directors as alternate members who may replace any absent or disqualified member
at any meeting of the committee. Any committee so designated may exercise the
power and authority of the Board of Directors to declare a dividend or to
authorize the issuance of stock if the resolution which designates the committee
or a supplemental resolution of the Board of Directors shall so provide. The
principles set forth in Sections 19 through 24 of these Bylaws shall apply to
committees of the Board of Directors and to actions taken by such committees.
SECTION 26. COMPENSATION OF DIRECTORS. Unless otherwise restricted by
the Certificate of Incorporation or these Bylaws, the Board of Directors shall
have the authority to fix the compensation of directors. The directors may be
paid their expenses, if any, of attendance at each meeting of the Board of
Directors or a committee thereof and may receive fixed fees and other
compensation for their services as directors. No such payment shall preclude any
director from serving the corporation in any other capacity and receiving
compensation for such service.
ARTICLE IV
OFFICERS
SECTION 27. TITLES. The officers of the corporation shall be chosen by
the Board of Directors and shall include a Chairman of the Board or a President
or both and a Secretary. The Board of Directors may also appoint a Treasurer and
one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers or
other officers. Any number of offices may be held by the same person. All
officers shall perform their duties and exercise their powers subject to the
Board of Directors.
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SECTION 28. ELECTION, TERM OF OFFICE AND VACANCIES. The officers shall
be elected annually by the Board of Directors at its regular meeting following
the annual meeting of the stockholders and each officer shall hold office until
the next annual election of officers and until the officer's successor is
elected and qualified or until the officers death, resignation or removal. Any
officer may be removed at any time, with or without cause, by the Board of
Directors. Any vacancy occurring in any office may be filled by the Board of
Directors.
SECTION 29. RESIGNATION. Any officer may resign at any time upon notice
to the corporation without prejudice to the rights, if any, of the corporation
under any contract to which the officer is a party. The resignation of an
officer shall be effective when given unless the officer specifies a later time.
The resignation shall be effective regardless of whether it is accepted by the
corporation.
SECTION 30. CHIEF EXECUTIVE OFFICER. The Chairman of the Board shall be
the chief executive officer. The Board of Directors may prescribe the duties and
powers of the chief executive officer. Subject to the provisions of these Bylaws
and to the direction of the Board of Directors, the chief executive officer
shall have the responsibility for the general management and control of the
business and affairs of the corporation and shall perform all duties and have
all powers which are commonly incident to the office of chief executive or which
are delegated to him or her by the Board of Directors. Either the Chairman of
the Board or the President and such other officers as may, from time to time, be
expressly designated by the Board of Directors shall have the power to sign all
stock certificates, contracts and other instruments of the corporation which are
authorized.
SECTION 31. SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall
issue all authorized notices for and shall keep minutes of all meetings of the
stockholders and the Board of Directors. He or she shall have charge of the
corporate books and shall perform such other duties as the Board of Directors
may from time to time prescribe. At the request of the Secretary, or in the
Secretary's absence or disability, any Assistant Secretary shall perform any of
the duties of the Secretary and when so acting shall have all the powers of and
be subject to all the restrictions upon, the Secretary.
SECTION 32. OTHER OFFICERS. The other officers of the corporation, if
any, shall exercise such powers and perform such duties as the Board of
Directors or the chief executive officer shall prescribe.
SECTION 33. COMPENSATION. The Board of Directors shall fix the
compensation of the chief executive officer and may fix the compensation of
other employees of the corporation, including the other officers. If the Board
does not fix the compensation of the other officers, the chief executive officer
shall fix such compensation.
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SECTION 34. ACTIONS WITH RESPECT TO SECURITIES OF OTHER CORPORATIONS.
Unless otherwise directed by the Board of Directors, the Chairman of the Board,
the president or any officer of the corporation authorized by the Chairman of
the Board or the president, shall have power to vote and otherwise act on behalf
of the corporation, in person or by proxy, at any meeting of stockholders of, or
with respect to any action of stockholders of, any other corporation in which
the corporation may hold securities and otherwise shall have power to exercise
any and all rights and powers which the corporation may possess by reason of its
ownership of securities in such other corporation.
ARTICLE V
STOCK AND DIVIDENDS
SECTION 35. CERTIFICATES OF STOCK. Each stockholder shall be entitled to
a certificate signed by, or in the name of, the corporation by the Chairman, the
President or a Vice President, and by the Secretary or an Assistant Secretary,
or a Treasurer or an Assistant Treasurer, certifying the number of shares owned
by him or her. Any or all of the signatures on the certificate may be facsimile.
SECTION 36. TRANSFERS OF STOCK. Transfers of stock shall be made only
upon the transfer books of the corporation kept at an office of the corporation
or by transfer agents designated to transfer shares of the stock of the
corporation. Except where a certificate is issued in accordance with the next
sentence of this Section, an outstanding certificate for the number of shares
involved shall be surrendered for cancellation before a new certificate is
issued therefor. In the event of the loss, theft or destruction of any
certificate of stock, another may be issued in its place pursuant to such
regulations as the Board of Directors may establish concerning proof of such
loss, theft or destruction and concerning the giving of a satisfactory bond or
bonds of indemnity.
SECTION 37. REGULATIONS. The issue, transfer, conversion and
registration of certificates of stock shall be governed by such other
regulations as the Board of Directors may establish.
ARTICLE VI
RECORD DATE
SECTION 38. RECORD DATE. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, 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
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of Directors may fix in advance a record date, which shall not be more than
sixty (60) nor less than ten (10) days before the date of such meeting, nor more
than sixty (60) days prior to any other action. If no record date is fixed, the
record date (1) for determining stockholders entitled to notice of or to vote at
a meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given or, if notice is waived, at the close
of business on the day next preceding the day on which the meeting is held; and
(2) 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 thereto. 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 reconvened meeting.
ARTICLE VII
WAIVER OF NOTICE
SECTION 39. WAIVER OF NOTICE. Whenever notice is required to be given by
law or these Bylaws, a written waiver of notice, signed by the person entitled
to notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person 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. Unless so required by the Certificate of Incorporation or these
Bylaws, neither the business to be transacted at, nor the purpose of any regular
or special meeting of the stockholders, directors or members of a committee of
directors need be specified in any written waiver of notice.
ARTICLE VIII
AMENDMENTS
SECTION 40. AMENDMENTS. In furtherance and not in limitation of the
powers conferred by statute, the Board of Directors and the stockholders of this
corporation are each expressly authorized to adopt, amend, or repeal these
Bylaws subject to any particular provisions concerning amendments set forth in
this corporation's Certificate of Incorporation or these Bylaws.
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ARTICLE IX
MISCELLANEOUS
SECTION 41. FISCAL YEAR. The fiscal year of the corporation shall be as
fixed by the Board of Directors.
SECTION 42. TIME PERIODS. In applying any provision of these Bylaws
which requires that an act be done or not done within a specified number of days
prior to an event, calendar days shall be used, the day of doing of the act
shall be excluded, and the day of the event shall be included.
SECTION 43. FACSIMILE SIGNATURES. In addition, to the provisions for use
of facsimile signature elsewhere specifically authorized in these Bylaws,
facsimile signatures of any officer or officers of the corporation may be used
whenever and as authorized by the Board of Directors.
SECTION 44. CORPORATE SEAL. The Board of Directors may provide a
suitable seal, containing the name of the corporation, which seal shall be in
the charge of the Secretary. Duplicates of the seal may be kept and used by a
Treasurer or by an Assistant Secretary or Assistant Treasurer.
SECTION 45. RELIANCE UPON BOOKS, REPORTS AND RECORDS. Each director,
each member of any committee designated by the Board of Directors, and each
officer of the corporation shall, in the performance of his or her duties, be
fully protected in relying in good faith upon the books of account or other
records of the corporation, including reports made to the corporation by any of
its officers, by an independent certified public accountant or by an appraiser.
This is to certify that these Bylaws were duly adopted by the Board of
Directors of this corporation on November 12, 1997.
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Susan J. Glass
Secretary and General Counsel
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