EXHIBIT 3-25(B)
SECOND AMENDED AND RESTATED
BYLAWS OF
EMPLOYEE BENEFITS MANAGEMENT, INC.
I certify that the following Second Amended and Restated Bylaws, consisting
of 13 pages, each of which I have initialed for identification, are the Bylaws
adopted by the sole Director of EMPLOYEE BENEFITS MANAGEMENT, INC. (the
"Corporation") by a Written Action by Sole Director in Lieu of Meeting, dated
December 14, 1998.
/s/ John Lynch
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John Lynch Secretary
SECOND AMENDED AND RESTATED
BYLAWS OF
EMPLOYEE BENEFITS MANAGEMENT, INC.
ARTICLE 1
OFFICES
SECTION 1.1 REGISTERED OFFICE. The registered office of the Corporation
required by the General Corporation Laws of the State of Delaware to be
maintained in Delaware shall be the registered office named in the charter
documents of the Corporation (the "Certificate of Incorporation"), or such other
office as may be designated from time to time by the Board of Directors of the
Corporation (the "Board of Directors") in the manner provided by law.
SECTION 1.2 OTHER OFFICES. The Corporation may also have offices at such
other places both within and without the state of Delaware as the Board of
Directors may from time to time determine that the business of the Corporation
may require.
ARTICLE 2
STOCKHOLDERS
SECTION 2.1 PLACE OF MEETINGS. All meetings of the stockholders shall
be held at the principal office of the Corporation, or at such other place
within or without the state of Delaware as shall be specified or fixed in the
notices or waivers of notice thereof.
SECTION 2.2 QUORUM; ADJOURNMENT OF MEETINGS, Unless otherwise required
by law or provided in the Certificate of Incorporation or these Bylaws:
(a) the holders of a majority of the stock issued and outstanding and
entitled to vote, present in person or represented by proxy, shall constitute
a quorum at any meeting of stockholders for the transaction of business;
(b) in all matters other than the election of directors, the affirmative
vote of the holders of a majority of such stock so present or represented at
an), meeting of stockholders at which a quorum is present shall constitute the
act of the stockholders; and
(c) where a separate vote by a class or classes is required on a
particular matter, a majority of the outstanding shares of such class or classes
entitled to vote on such matter, present in person or represented by proxy,
shall constitute a quorum entitled to take action with respect to that vote on
that matter and the affirmative vote of the majority of the shares of such class
or classes present in person or represented by proxy at the meeting shall be the
act of such class.
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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 subject to the provisions of clauses
(b) and (c) above.
Nothwithstanding the other provisions of the Certificate of Incorporation
or these Bylaws, the chairman of the meeting or the holders of a majority of the
issued and outstanding stock, present in person or represented by proxy and
entitled to vote, at any meeting of stockholders whether or not a quorum is
present, shall have the power to adjourn. Such meeting from time to time,
without any notice other than announcement at the meeting of the time and place
of the holding of the adjourned meeting. If the adjournment is for more than 30
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 such meeting. At such adjourned meeting at which a
quorum shall be present or represented, any business may be transacted which
might have been transacted at the meeting as originally called.
SECTION 2.3 ANNUAL MEETINGS. An annual meeting of the stockholders, for
the election of directors to succeed those whose terms expire and for the
transaction of such other business as may properly come before the meeting,
shall be held at such place (within or without the state of Delaware), on such
date, and at such time as the Board of Directors shall fix and set forth in the
notice of the meeting, which date shall be within 13 months after the last
annual meeting of stockholders.
SECTION 2.4 SPECIAL MEETINGS. Unless otherwise provided in the
Certificate of Incorporation, special meetings of the stockholders for any
purpose or purposes may be called at any time by the President, by a majority of
the Board of Directors, or by a majority of the executive committee (if any), at
such time and at such place as may be stated in the notice of the meeting.
Business transacted at a special meeting shall be confined to the purpose(s)
stated in the notice of such meeting.
SECTION 2.5 RECORD DATE. For the purpose of determining 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 of Directors may fix a date as the record date
for any such determination of stockholders, which record date shall not precede
the date on which the resolutions fixing the record date are adopted and which
record date shall not be more than 60 days nor less than ten days before the
date of such meeting of stockholders.
If the Board of Directors does not fix a record date for any meeting of the
stockholders, the record date for determining stockholders entitled to notice of
or to vote at such meeting shall be at the close of business on the day next
preceding the day on which notice is given, or, if, in accordance with Section
7.3 of these Bylaws, notice is waived, at the close of business on the day next
preceding the day on which the meeting is held. The record date for determining
stockholders for any other purpose (other than the consenting to corporate
action in writing without a meeting)
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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 adjourned meeting.
For the purpose of determining the stockholders entitled to consent to
corporate action in writing without a meeting, the Board of Directors may fix 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, and
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the Board of Directors. If the
Board of Directors does not fix the record date, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting, when no prior action by the Board of Directors is necessary shall be
the first date on which a signed written consent setting forth the action taken
or proposed to be taken is delivered to the Corporation at its registered office
in the state of Delaware or at its principal place of business. If the Board of
Directors does not fix the record date, and prior action by the Board of
Directors is necessary, the record date for determining stockholders entitled to
consent to corporate action in writing without a meeting... shall be at the
close of business oil the day oil which the Board of Directors adopts the
resolution taking such prior action.
SECTION 2.6 NOTICE. Written notice of the place. date and hour of all
meetings. and in case of a special meeting, the purpose or purposes for which
the meeting is called. shall be given by or at the direction of the President,
the Secretary or the other person(s) calling the meeting to each stockholder
entitled to vote thereat not less than 2 nor more than 60 days before the date
of the meeting. Such notice may be delivered personally, by mail, or by
facsimile. If mailed, notice is deemed given three (3) days after it is
deposited in the United States mail, postage prepaid, (one (1) day if deposited
with a nationally recognized overnight carrier) directed to the stockholder at
such stockholder's address as it appears on the records of the Corporation.
SECTION 2.7 STOCKHOLDER LIST. A complete list of stockholders entitled
to vote at any meeting of stockholders, arranged in alphabetical order for each
class of stock and showing the address of each such stockholder and the number
of shares registered in the name of such stockholder, 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 before 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 stockholder 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 stockholder who is present.
SECTION 2.8 PROXIES. Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to a corporate action in writing
without a meeting may authorize another person or persons to act for him by
proxy. Proxies for use at any meeting of stockholders shall be filed with the
Secretary, or such other officer as the Board of Directors may from time to time
determine by resolution, before or at the time of the meeting All proxies shall
be received and taken charge of and all ballots shall be received and canvassed
by the secretary of the meeting, who
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shall decide all questions touching upon the qualification of voters, the
validity of the proxies, and the acceptance or rejection of votes, unless an
inspector or inspectors shall have been appointed by the chairman of the
meeting, in which event such inspector or inspectors shall decide all such
questions.
No proxy shall be valid after three years after its date, unless the proxy
provides for a longer period. Each proxy shall be revocable unless expressly
provided therein to be irrevocable and coupled with an interest sufficient in
law to support an irrevocable power.
Should a proxy designate two or more persons to act as proxies, unless such
instrument shall provide the contrary, a majority of such persons present at any
meeting at which their powers thereunder are to be exercised shall have and may
exercise all the powers of voting or giving consents thereby conferred. or if
only one be present, then such powers may be exercised by that one; or, if an
even number attend and a majority do not agree on any particular issue, each
proxy so attending shall be entitled to exercise such powers in respect of such
portion of the shares as is equal to the reciprocal of the fraction equal to the
number of proxies representing such shares divided by the total number of shares
represented by such proxies.
SECTION 2.9 VOTING; ELECTION; INSPECTORS. Unless otherwise required by
law or provided in the Certificate of Incorporation, each stockholder shall on
each matter submitted to a vote at a meeting of stockholders have one vote for
each share of the stock entitled to vote which is registered in his name on the
record date for the meeting. For the purposes hereof. each election to fill a
directorship shall constitute a separate matter. Shares registered in the name
of another corporation. domestic or foreign, may be voted by such officer, agent
or proxy as the bylaws (or comparable body) of such corporation may determine.
Share registered in the name of a deceased person may be voted by the executor
or administrator of such person's estate. either in person or by proxy.
All voting, except as otherwise required by the Certificate of
Incorporation or by law, may be by a voice vote; provided, however, that upon
request of the chairman of the meeting or upon demand therefor by stockholders
holding a majority of the issued and outstanding stock present in person or by
proxy at any meeting a stock vote shall be taken. Every stock vote shall be
taken by written ballots, each of which shall state the name of the stockholder
or proxy voting and such other information as may be required under the
procedure established for the meeting.
At any meeting at which a vote is taken by written ballots, the chairman of
the meeting may appoint one or more inspectors. each of whom shall subscribe an
oath or affirmation to execute faithfully the duties of inspector at such
meeting with strict impartiality and according to the best of such inspector's
ability. Such inspector shall receive the written ballots, count the votes, and
make and sign a certificate of the result thereof. The chairman of the meeting
may appoint any person to serve as inspector, except no candidate for the office
of director shall be appointed as an inspector.
Unless otherwise provided in the Certificate of Incorporation, cumulative
voting for the
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election of directors shall be prohibited.
SECTION 2.10 CONDUCT OF MEETINGS. The meetings of the stockholders shall
be presided over by the President, or if the President is absent, by a chairman
elected at the meeting. The Secretary of the Corporation, if present, shall act
as secretary of such meetings, or, if the Secretary is not present, an Assistant
Secretary shall so act; if the Assistant Secretary is absent, then a secretary
shall be appointed by the chairman of the meeting.
The chairman of any meeting of stockholders shall determine the order of
business and the procedure at the meeting, including such regulation of the
manner of voting and the conduct of discussion as is required to maintain order.
SECTION 2.11 TREASURY STOCK. The Corporation shall not vote, directly or
indirectly, shares of its own stock owned by it and such shares shall not be
counted for quorum purposes. Nothing in this Section shall be construed as
limiting the right of the Corporation to vote stock, including but not limited
to its own stock, held by it in a fiduciary capacity.
SECTION 2.12 ACTION WITHOUT MEETING. Unless otherwise provided in the
Certificate of Incorporation, any action permitted or required by law, the
Certificate of Incorporation or these Bylaws to be taken at a meeting of
stockholders, may be taken without a meeting, without prior notice and without a
vote, if a consent or consents in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and voted
and shall be delivered to the Corporation by delivery to its registered office
in the state of Delaware, its principal place of business, or an officer or
agent of the Corporation having custody of the book in which proceedings of
meetings of stockholders are recorded. Delivery made to the Corporation's
registered office shall be by hand or by certified or registered mail. return
receipt requested.
Every written consent shall bear the date of signature of each stockholder
who signs the consent. and no written consent shall be effective to take the
corporate action referred to therein unless, within 60 days after the earliest
dated consent delivered in the manner required by this Section to the
Corporation, written consents signed by a sufficient number of holders to take
action are delivered to the Corporation by delivery to its registered office in
the state of Delaware, its principal place of business, or an officer or agent
of the Corporation having custody of the book in which proceedings of meetings
of stockholders are recorded. Delivery made to the Corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested.
Prompt notice of the taking of action by the Corporation without a meeting
by less than a unanimous written consent shall be given by the Secretary to
those stockholders who have not consented in writing.
ARTICLE 3
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BOARD OF DIRECTORS
SECTION 3.1 POWER; NUMBER; TERM OF OFFICE. The business and affairs of
the Corporation shall be managed by or under the direction of the Board of
Directors, and, subject to the restrictions imposed by law or the Certificate of
Incorporation, the Board of Directors may exercise all the powers of the
Corporation.
The number of directors which shall constitute the whole Board of Directors
shall be six. Each director shall hold office for the term for which such
director is elected, and until such director's successor shall have been
elected and qualified or until such director's earlier death, resignation, or
removal.
Unless otherwise provided in the Certificate of Incorporation, directors
need not be stockholders nor residents of the state of Delaware.
SECTION 3.2 QUORUM; VOTING. Unless otherwise provided in the Certificate
of Incorporation, a majority of the total number of directors shall constitute a
quorum for the transaction of business of the Board of Directors and the vote of
a majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.
SECTION 3.3 PLACE OF MEETINGS; ORDER OF BUSINESS. The directors may hold
their meetings and may have an office and keep the books of the Corporation,
except as otherwise provide by law, in such place or places, within or without
the state of Delaware, as the Board of Directors may from time to time
determine. At all meetings of the Board of Directors business shall be
transacted in such order as shall from time to time be determined by the
President (should the President be a director), or by the Board of Directors.
SECTION 3.4 FIRST MEETING. Each newly elected Board of Directors may
hold its first meeting for the purpose of organization and the transaction of
business, if a quorum is present, immediately after and at the same place as the
annual meeting of the stockholders. Notice of such meeting shall not be
required. At the first meeting of the Board of Directors in each year at which a
quorum shall be present, held next after the annual meeting of stockholders, the
Board of Directors shall elect the officers of the Corporation.
SECTION 3.5 REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such times and places as shall be designated from time to time
by the President (should the President be a director). Notice of such regular
meetings shall be given as required for special meetings.
SECTION 3.6 SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the President (should the President be a director) or, on the
written request of any two directors, by the Secretary, in each case on at least
24 hours personal, written, telegraphic, or faxed notice to each director. Such
notice, or any waiver thereof pursuant to Section 7.3 below, need not state the
purpose or purposes of such meeting, except as may otherwise be required by
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law or provided for in the Certificate of Incorporation or these Bylaws.
Meetings may be held at any time without notice if all the directors are present
or if those not present waive notice of the meeting in writing.
SECTION 3.7 REMOVAL. Any director or the entire Board of Directors may
be removed, with or without cause, by the holders of a majority of the shares
then entitled to vote at an election of such directors.
SECTION 3.8 VACANCIES; INCREASES IN THE NUMBER OF DIRECTORS. Any
vacancies of the Board of Directors among the Class A Directors resulting from
death, resignation, retirement, disqualification, removal from office, increase
in the number of directors or other cause shall be filled by a majority vote of
the remaining Class A Directors then in office, although less than a quorum, or
by a sole remaining Class A Director, of if there shall be no Class A Directors
remaining, by vote of the holders of Class A Common Stock at the next annual or
special stockholders meeting. Any vacancy on the Board of Directors of the Class
B Director resulting from death, resignation, retirement, disqualification,
removal from office or other cause shall be filled by a vote of the holders of
Class B Common Stock at the next annual or special stockholders meeting.
SECTION 3.9 COMPENSATION. The Board of Directors shall have the
authority to fix the compensation of directors. Until such time as the Board of
Directors establishes a policy regarding compensation, no compensation shall be
paid to directors and members of standing committees, if any, for their services
in such capacities; provided, however, that they shall be reimbursed for all
reasonable expenses incurred in attending and returning from meetings of the
Board of Directors.
SECTION 3.10 ACTION WITHOUT A MEETING; TELEPHONE CONFERENCE MEETING.
Unless otherwise restricted by the Certificate of Incorporation, any action
required or permitted to be taken at any meeting of the Board of Directors or
any committee designated by the Board of Directors may be taken without a
meeting if all members of the Board of Directors 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 of Directors or committee. Such consent
shall have the same force and effect as a unanimous vote at a meeting, and may
be stated as such in any document or instrument filed with the Secretary of
State of the state of Delaware.
Unless otherwise restricted by the Certificate of Incorporation, subject to
the requirement for notice of meetings, members of the Board of Directors, or
members of any committee designated by the Board of Directors, may participate
in a meeting of such Board of Directors or committee, as the case may be, by
means of a conference telephone connection or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in such a meeting shall constitute presence in person at such
meeting, except where a person participates in the meeting for the express
purpose of objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened.
SECTION 3.11 APPROVAL OR RATIFICATION OF ACTS OR CONTRACTS BY
STOCKHOLDERS. The
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Board of Directors in its discretion may submit any act or contract for approval
or ratification at any annual meeting of the stockholders, or at any special
meeting of the stockholders called for the purpose of considering any such act
or contract, and any act or contract that shall be approved or be ratified by
the vote of the stockholders holding a majority of the issued and outstanding
shares of stock of the Corporation entitled to vote and present in person or by
proxy at such meeting (provided that a quorum is present) shall be as valid and
as binding upon the Corporation and upon all the stockholders as if it has been
approved or ratified by every stockholder of the Corporation. In addition, any
such act or contract may be approved or ratified by the written consent of
stockholders holding a majority of the issued and outstanding Shares of capital
stock of the Corporation entitled to vote, and such consent shall be as valid
and binding upon the Corporation and upon all the stockholders as if it had been
approved or ratified by every stockholder of the Corporation.
ARTICLE 4
COMMITTEES
SECTION 4.1 DESIGNATION; POWERS. The Board of Directors may, by
resolution passed by a majority of the whole board, designate one or more
committees, including, if they shall so determine, an executive committee, with
each such committee to consist of one or more of the directors of the
Corporation. Any such designated committee shall have and may, exercise such of
the powers and authority of the Board of Directors in the management of the
business and affairs of the Corporation as may be provided in such resolution,
except that no such committee shall have 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 of the Corporation, or amending, altering or
repealing these Bylaws or adopting new Bylaws for the Corporation. Any such
designated committee may authorize the seal of the Corporation to be affixed to
all papers which may require it. In addition to the above, such committee or
committees shall have such other powers and limitations of authority as may be
determined from time to time by the Board of Directors.
SECTION 4.2 PROCEDURE; MEETINGS; QUORUM. Any committee designated
pursuant to this Article IV shall keep regular minutes of its actions and
proceedings in a book provided for that purpose, shall fix its own rules or
procedures, and shall meet at such times and at such place or places as may be
provided by such rules, or by such committee or the Board of Directors. Should a
committee fail to fix its own rules, the provisions of the Bylaws, pertaining to
the calling of meetings and conduct of business by the Board of Directors, shall
apply as nearly as may be possible. At every meeting of any such committee, the
presence of a majority of all the members thereof shall constitute a quorum,
except as provided in Section 4.3 below, and the affirmative vote of a majority
of the members present shall, be necessary for the adoption by it of any
resolution.
SECTION 4.3 SUBSTITUTION AND REMOVAL OF MEMBERS; VACANCIES. The Board of
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Directors may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
such committee. In the absence or disqualification of a member of a committee,
the member or members present at any meeting and not disqualified from voting,
whether or not constituting a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of the absent or
disqualified member. The Board of Directors shall have the power at any time to
remove any member(s) of a committee and to appoint other directors in lieu of
the person(s) so removed and shall also have the power to fill vacancies in a
committee.
ARTICLE 5
OFFICERS
SECTION 5.1 NUMBER, TITLES AND TERM OF OFFICE. The officers of the
Corporation shall be a President, one or more Vice Presidents (any one or more
of whom may be designated Executive Vice President or Senior Vice President), a
Treasurer, a Secretary, and such other officers as the Board of Directors may
from time to time elect or appoint (including, but not limited to, one or more
Assistant Secretaries and one or more Assistant Treasurers). Each officer shall
hold office until such officer's successor shall be duly elected and shall
qualify or until such officer's death or until such officer shall resign or
shall have been removed. Any number of offices may be held by the same person,
unless the Certificate of Incorporation provides otherwise.
SECTION 5.2 POWERS AND DUTIES OF THE PRESIDENT. Subject to the control
of the Board of Directors and the Executive Committee (if any), the President
shall have general executive charge, management and control of the properties,
business and operations of the Corporation with all such powers as may be
reasonably incident to such responsibilities; may agree upon and execute all
leases, contracts, evidences of indebtedness and other obligations in the name
of the Corporation and sign all certificates for shares of capital stock of the
Corporation; and shall have such other powers and duties as designated in
accordance with these Bylaws and as from time to time may be assigned by the
Board of Directors.
SECTION 5.3 VICE PRESIDENTS. Each Vice President shall at all times
possess the power to sign all certificates, contracts and other instruments of
the Corporation, except as otherwise limited in writing by the President. Each
Vice President shall have such other powers and duties as from time to time may
be assigned to such Vice President by the Board of Directors or the President.
SECTION 5.4 SECRETARY. The Secretary shall at all times possess the
power to sign all certificates, contracts and other instruments of the
Corporation, except as otherwise limited in writing by the President; shall keep
the minutes of all meetings of the Board of Directors, committees of the Board
of Directors and the stockholders, in books provided for that purpose; shall
attend to the giving and serving of all notices; may in the name of the
Corporation affix the seal of the Corporation to all contracts and attest the
affixation of the seal of the Corporation thereto; may sign with the other
appointed officers all certificates for shares of capital stock of the
Corporation; shall have charge of the certificate books, transfer books and
stock ledgers, and such
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other books and papers as the Board of Directors may direct, all of which shall
at all reasonable times be open to inspection of any director upon application
at the office of the Corporation during business hours; shall have such other
powers and duties as designated in these Bylaws and as from time to time may be
assigned to the Secretary by the Board of Directors or the President; and shall
in general perform all acts incident to the office of Secretary, subject to the
control of the Board of Directors and the President.
SECTION 5.5 ASSISTANT SECRETARIES. Each Assistant Secretary shall at all
times possess the power to sign all certificates, contracts and other
instruments of the Corporation, except as otherwise limited in writing by the
President; and shall have the usual powers and duties pertaining to such office,
together with such other powers and duties as designated in these Bylaws and as
from time to time may be assigned to an Assistant Secretary by the Board of
Directors, the President, or the Secretary. The Assistant Secretaries shall
exercise the powers of the Secretary during that officer's absence or inability
or refusal to act.
SECTION 5.6 TREASURER. The Treasurer shall at all times possess the
power to sign all certificates, contracts and other instruments of the
Corporation, except as otherwise limited in writing by the President; shall have
responsibility for the custody and control of all funds and securities of the
Corporation; and shall have such other powers and duties as designated in these
Bylaws and as from time to time may be assigned to the Treasurer by the Board of
Directors or the President.
SECTION 5.7 ASSISTANT TREASURERS. Each Assistant Treasurer shall at all
times possess the power to sign all certificates, contracts and other
instruments of the Corporation, except as otherwise limited in writing by the
President; and shall have the usual powers and duties pertaining to such office,
together with such other powers and duties as designated in these Bylaws and as
from time to time may be assigned to each Assistant Treasurer by the Board of
Directors, the President, or the Treasurer. The Assistant Treasurers shall
exercise the powers of the Treasurer during that officer's absence or inability
or refusal to act.
SECTION 5.8 ACTION WITH RESPECT TO SECURITIES OF OTHER CORPORATION.
Unless otherwise directed by the Board of Directors, either the President, the
Secretary or the Treasurer shall have the power to vote and otherwise act on
behalf of the Corporation, in person or by proxy, at any meeting of security
holders of or with respect to any action of security holders of any corporation
in which the Corporation may hold securities and otherwise to exercise any and
all rights and powers which the Corporation may possess by reason of its
ownership of securities in such other corporation.
SECTION 5.9 DELEGATION. For any reason that the Board of Directors may
deem sufficient, the Board of Directors, may, except where otherwise provided by
statute, delegate the powers or duties of any officer to any other person, and
may authorize any officer to delegate specified duties of such office to any
other person. Any such delegation or authorization by the Board of Directors
shall be effected from time to time by resolution.
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ARTICLE 6
CAPITAL STOCK
SECTION 6.1 CERTIFICATES OF STOCK. The certificates for shares of the
capital stock of the Corporation shall be in such form, not inconsistent with
that required by law and the Certificate of Incorporation, as shall be approved
by the Board of Directors. Every holder of stock represented by certificates
shall be entitled to have a certificate signed by or in the name of the
Corporation by the President or a Vice President and the Secretary, or an
Assistant Secretary, or the Treasurer, or an Assistant Treasurer of the
Corporation representing the number of shares (and, if the stock of the
Corporation shall be divided into classes or series, certifying the class and
series of such shares) owned by such stockholder which are registered in
certified form; provided, however, that any or all of the signatures on the
certificate may be facsimile. The stock record books and the blank stock
certificate books shall be kept by the Secretary or at the office of such
transfer agent or transfer agents as the Board of Directors may from time to
time determine. In case any officer, transfer agent or registrar who shall have
signed or whose facsimile signature or signatures shall have been placed upon
any such certificate or certificates shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued by the
Corporation, such certificate may nevertheless be issued by the Corporation with
the same effect as if such person were such officer, transfer agent or registrar
at the date of issue. The stock certificates shall be consecutively numbered and
shall be entered in the books of the Corporation as they are issued and shall
exhibit the holder's name and number of shares.
SECTION 6.2 TRANSFER OF SHARES. The shares of stock of the Corporation
shall be transferable only on the books of the Corporation by the holders
thereof in person or by their duly authorized attorneys or legal representatives
upon surrender and cancellation of certificates for a like number of shares.
Upon surrender to the Corporation or a transfer agent of the Corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
Corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.
SECTION 6.3 OWNERSHIP OF SHARES. The Corporation shall be entitled to
treat the holder of record of any share or shares of capital 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 shall have express or other
notice thereof, except as otherwise provided by the laws of the state of
Delaware.
SECTION 6.4 REGULATIONS REGARDING CERTIFICATES. The Board of Directors
shall have the power and authority to make all such rules and regulations as
they may deem expedient concerning the issue, transfer and registration or the
replacement of certificates for shares of capital stock of the Corporation.
SECTION 6.5 LOST OR DESTROYED CERTIFICATES. The Board of Directors may
determine the conditions upon which the Corporation may issue a new certificate
of stock in place of a certificate already issued by it which is alleged to have
been lost, stolen or destroyed and may require the
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owner of such certificate or such owner's legal representative to give bond,
with surety sufficient to indemnify the Corporation and each transfer agent and
registrar against any and all losses or claims which may arise by reason of the
alleged loss, theft or destruction of any such certificate or the issuance of
such new certificate in the place of the one so lost, stolen or destroyed.
ARTICLE 7
MISCELLANEOUS PROVISIONS
SECTION 7.1 FISCAL YEAR. The fiscal year of the Corporation shall begin
on the first day of January of each year.
SECTION 7.2 CORPORATE SEAL. The corporate seal shall be circular in form
and shall have inscribed thereon the name of the Corporation and the state of
its incorporation, which seal shall be in the charge of the Secretary and shall
be affixed to certificates of stock, debentures, bonds, and other documents, in
accordance with the direction of the Board of Directors or a committee thereof,
and as may be required by law; however, the Secretary may, if the Secretary
deems it expedient, have a facsimile of the corporate seal inscribed on any such
certificates of stock, debentures, bonds, contract or other documents.
Duplicates of the seal may be kept for use by any Assistant Secretary.
SECTION 7.3 NOTICE AND WAIVER OF NOTICE. Whenever any notice is required
to be given by law, the Certificate of Incorporation or under the provisions of
these Bylaws, said notice shall be deemed to be sufficient if given (a) by
telegraphic, cable or wireless transmission (including by telecopy or facsimile
transmission) or (b) by deposit of the same in a post office box or by delivery
to an overnight courier service company in a sealed prepaid wrapper addressed to
the person entitled thereto at such person's post office address, as it appears
on the records of the Corporation, and such notice shall be deemed to have been
given on the day of such transmission or mailing or delivery to courier, as the
case may be.
Whenever notice is required to be given by law, the Certificate of
Incorporation or under any of the provisions of these Bylaws, a written waiver
thereof, 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, including without limitation a director, 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. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders, Board of Directors, or members
of a committee of directors need be specified in any written waiver of notice
unless so required by the Certificate of Incorporation or these Bylaws.
SECTION 7.4 FACSIMILE SIGNATURES. In addition to the provisions for the
use of facsimile signatures 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.
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SECTION 7.5 RELIANCE UPON BOOKS, REPORTS AND RECORDS. A member of the
Board of Directors, or a member of any committee designated by the Board of
Directors, shall, in the performance of such person's duties, be protected to
the fullest extent permitted by law in relying upon the records of the
Corporation and upon information, opinion, reports or statements presented to
the Corporation.
SECTION 7.6 APPLICATION OF BYLAWS. If any of these Bylaws is or may be
in conflict with any law of the United States. of the state of Delaware or of
any other governmental body or power having jurisdiction over this Corporation,
or over the subject matter to which such provision of these Bylaws applies, or
may apply, such provision of these Bylaws shall be inoperative to the extent
only that the operation thereof unavoidably conflicts with such law, and shall
in all other respects be in full force and effect.
ARTICLE 8
AMENDMENTS
The Board of Directors shall have the power to adopt, amend, and repeal
from time to time Bylaws of the Corporation, subject to the right of the
stockholders entitled to vote with respect thereto to amend or repeal such
Bylaws as adopted or amended by the Board of Directors.
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