ABIGAIL ADAMS NATIONAL BANCORP, INC.
AMENDED AND RESTATED BY-LAWS
ARTICLE I
OFFICES
Section 1.1 Registered Office. The registered office of the Corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware.
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 or the business of the Corporation may
require.
ARTICLE II
THE STOCKHOLDERS
Section 2.1 Place of Meetings. All meetings of the stockholders of the
Corporation for the election of directors or for any other purpose shall be held
in the City of Washington, District of Columbia, at such place as may be fixed
from time to time by the Board of Directors, or at such other place either
within or without the State of Delaware as shall be designated from time to time
by the Board of Directors and stated in the notice of the meeting.
Section 2.2 Annual Meeting. The Annual Meeting of the stockholders shall be
held on the second Wednesday in April of each year at 10:30 a.m., or at such
other date and time as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting, for the election of directors
and for the transaction of such other business as may properly come before the
meeting.
Section 2.3 Special Meetings. Special meetings of the stockholders may be
called at any time by the Board of Directors, or the Chairman of the Board, and
shall be called upon the request in writing of the holders of at least one-fifth
of the shares of capital stock of the Corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.
Section 2.4 Notice of Meetings. Written or printed notice stating the
place, date and hour of the meeting, and in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be given to each
stockholder of record entitled to vote at such meeting not less than ten or more
than sixty days before the date of the meeting.
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Section 2.5 Voting Lists. The officer who has charge of the stock ledger of
the Corporation shall prepare and make, 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 of each
stockholder 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 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 2.6 Quorum. At all meetings of the stockholders, the holders of a
majority of the stock issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, shall constitute a quorum for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. 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
notified. 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.
Section 2.7 Manner of Acting. 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 properly 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 and control the
decision of such question.
Section 2.8 Voting. Unless otherwise provided in the Certificate of
Incorporation each stockholder shall at every meeting of the stockholders be
entitled to one vote for each share of the capital stock having voting power
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held by such stockholder. All elections of directors shall be by written ballot,
unless otherwise provided in the Certificate of Incorporation. Cumulative voting
for the election of directors shall not be permitted. Each stockholder entitled
to vote may authorize another person or persons to act for him by proxy, but no
such proxy shall be voted or acted upon after three years from its date, unless
the proxy provides for a longer period.
Section 2.9 Inspectors of Election. The Board of Directors shall appoint
one or more inspectors of election, and one or more alternates, to serve at any
meeting of the stockholders at which a vote is to be taken, the inspectors of
election shall examine proxies, pass upon their regularity, receive the votes
and act as tellers, and perform any other duties which the chairman may require
of them at said meeting.
Section 2.10. Procedures at Stockholders Meetings.
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A. 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 seem to him or her in order.
The date and time of the opening and closing of the polls for each matter upon
which the stockholders will vote at the meeting shall be announced at the
meeting.
B. Nominations of persons for election to the Board of Directors and the
proposal of business to be transacted by the stockholders may be made at an
annual meeting of stockholders (a) pursuant to the Corporation's notice with
respect to such meeting, (b) by or at the direction of the Board of Directors or
(c) by any stockholder of record of the Corporation who was a stockholder of
record at the time of the giving of the notice provided for in the following
paragraph, who is entitled to vote at the meeting and who has complied with the
notice procedures set forth in this section.
C. For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (c) of the foregoing
paragraph, (1) the stockholder must have given timely notice thereof in writing
to the Secretary of the Corporation, (2) such business must be a proper matter
for stockholder action under the Delaware General Corporation Law, (3) if the
stockholder, or the beneficial owner on whose behalf any such proposal or
nomination is made, has provided the Corporation with a Solicitation Notice, as
that term is defined in subclause (c)(iii) of this paragraph, such stockholder
or beneficial owner must, in the case of a proposal, have delivered a proxy
statement and form of proxy to holders of at least the percentage of the
Corporation's voting shares required under applicable law to carry any such
proposal, or, in the case of a nomination or nominations, have delivered a proxy
statement and form of proxy to holders of a percentage of the Corporation's
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voting shares reasonably believed by such stockholder or beneficial holder to be
sufficient to elect the nominee or nominees proposed to be nominated by such
stockholder, and must, in either case, have included in such materials the
Solicitation Notice and (4) if no Solicitation Notice relating thereto has been
timely provided pursuant to this section, the stockholder or beneficial owner
proposing such business or nomination must not have solicited a number of
proxies sufficient to have required the delivery of such a Solicitation Notice
under this section. To be timely, a stockholder's notice shall be delivered to
the Secretary at the principal executive offices of the Corporation not less
than 90 days prior to the date of the Corporation's proxy materials for the
preceding year's annual meeting of stockholders ("Proxy Statement Date");
provided, however, that if the date of the annual meeting is advanced more than
30 days prior to or delayed by more than 30 days after the anniversary of the
preceding year's annual meeting, notice by the stockholder to be timely must be
so delivered not later than the close of business on the 10th day following the
day on which public announcement of the date of such meeting is first made. Such
stockholder's notice shall set forth (a) as to each person whom the stockholder
proposes to nominate for election or reelection as a director all information
relating to such person as would be required to be disclosed in solicitations of
proxies for the elections of such nominees as directors pursuant to Regulation
14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and such person's written consent to serve as a director if elected; (b) as to
any other business that the stockholder proposes to bring before the meeting, a
brief description of such business, the reasons for conducting such business at
the meeting and any material interest in such business of such stockholder and
the beneficial owner, if any, on whose behalf the proposal is made; (c) as to
the stockholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made (i) the name and address of such
stockholder, as they appear on the Corporation's books, and of such beneficial
owner, (ii) the class and number of shares of the Corporation that are owned
beneficially and of record by such stockholder and such beneficial owner and
(iii) whether either such stockholder or beneficial owner intends to deliver a
proxy statement and form of proxy to holders of, in the case of a proposal, at
least the percentage of the Corporation's voting shares required under
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applicable law to carry the proposal or, in the case of a nomination or
nominations, a sufficient number of holders of the Corporation's voting shares
to elect such nominee or nominees (an affirmative statement of such intent, a
"Solicitation Notice").
D. Notwithstanding anything in the second sentence of the third paragraph
of this Section 2.10 to the contrary, in the event that the number of directors
to be elected to the Board of Directors is increased and there is no public
announcement naming all of the nominees for director or specifying the size of
the increased Board of Directors made by the Corporation at least 85 days prior
to the Proxy Statement Date, a stockholder's notice required by this Bylaw shall
also be considered timely, but only with respect to nominees for any new
positions created by such increase, if it shall be delivered to the Secretary at
the principal executive offices of the Corporation not later than the close of
business on the 10th day following the day on which such public announcement is
first made by the Corporation.
E. Only persons nominated in accordance with the procedures set forth in
this Section 2.10 shall be eligible to serve as directors and only such business
shall be conducted at an annual meeting of stockholders as shall have been
brought before the meeting in accordance with the procedures set forth in this
section. The chairman of the meeting shall have the power and the duty to
determine whether a nomination or any business proposed to be brought before the
meeting has been made in accordance with the procedures set forth in these
Bylaws and, if any proposed nomination or business is not in compliance with
these Bylaws, to declare that such defectively proposed business or nomination
shall not be presented for stockholder action at the meeting and shall be
disregarded.
F. For purposes of these Bylaws, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones New Service, Associated
Press or a comparable national news service or in a document publicly filed by
the Corporation with the Securities and Exchange Commission pursuant to Section
13, 14 or 15(d) of the Exchange Act.
G. Notwithstanding the foregoing provisions of this Section 2.10, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to matters set forth
in this Section 2.10. Nothing in this Section 2.10 shall be deemed to affect any
rights of stockholders to request inclusion of proposals in the Corporation's
proxy statement pursuant to Rule 14a-8 under the Exchange Act.
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ARTICLE III
THE DIRECTORS
Section 3.1 General Powers. The business of the Corporation shall be
managed by or under the direction of its Board of Directors which may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by statute or by the Certificate of Incorporation or by these By-laws
directed or required to be exercised or done by the stockholders.
Section 3.2 Number Tenure and Qualifications. The number of directors which
shall constitute the whole Board shall be not less than five nor more than
twenty-five. The initial Board shall consist of the ten directors named in the
Certificate of Incorporation who shall serve until the first Annual Meeting of
the stockholders, unless earlier replaced. Thereafter, within the limits above
specified, the number of directors shall be fixed from time to time by
resolution of the Board of Directors. The directors shall be elected at the
Annual Meeting of the stockholders, except as provided in Section 3.3 of the
Article, and each director elected shall hold office until his successor is
elected and qualified or until his earlier resignation or removal. No reduction
in the number of directors shall have the effect of shortening the term of any
incumbent director, but any director affected thereby shall continue to hold
office until the next annual election. Each director shall, during the full term
of his directorship, own capital stock of the Corporation in an amount equal to
or greater than one of the following: (i) $1,000 of aggregate par value, (ii)
$1,000 of aggregate fair market value, or (iii) $1,000 of aggregate
shareholders' equity.
Section 3.3 Resignation: Filling Vacancies. Any director may resign at any
time upon written notice to the Corporation. Vacancies and newly created
directorships resulting from any increase in the authorized number of directors
may be filled by a majority of the directors then in office, though less than a
quorum, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner provided by statute.
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Section 3.4 Place of Meetings. The Board of Directors of the Corporation
may hold meetings, both regular and special, either within or without the State
of Delaware.
Section 3.5 Annual Meeting. The first meeting of each newly elected Board
of Directors shall be held immediately following the Annual Meeting of the
stockholders, for the purpose of electing officers and transaction of other
business and no notice of such meeting shall be necessary to the newly elected
directors in order legally to constitute the meeting, provided a quorum shall be
present; or it may meet at such place and time as shall be fixed by the consent
in writing of all of the directors.
Section 3.6 Notice of Meetings. Regular meetings of the Board of Directors
may be held without notice at such time and at such place as shall from time to
time be determined by the Board. Special meetings of the Board may be called by
the Chairman of the Board, or by the President on two days' notice to each
director, either personally or by mail or by telegram or electronic mail;
special meetings shall be called by the Chairman of the Board or the Secretary
in like manner and on like notice on the written request of three directors.
Section 3.7 Quorum. At all meetings of the Board a majority of the
directors shall constitute a quorum for the transaction of business and the act
of a majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the Certificate of Incorporation. If a
quorum shall not be present at any meeting of the Board of Directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.
Section 3.8 Action Without a Meeting. Any action required or permitted to
be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board or committee.
Section 3.9 Conference Call Meetings. Members of the Board of Directors, or
any committee designated by the Board of Directors, may participate in a meeting
of the Board of Directors, or any 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 in a meeting shall
constitute presence in person at the meeting.
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Section 3.10 Compensation of Directors. 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
and may be paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated retainer or both as director. No such payment shall
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor. Members of special or standing committees may
be allowed like compensation for attending committee meetings.
Section 3.11 Removal of Directors. Unless otherwise restricted by the
Certificate of Incorporation or by law, any director or the entire Board of
Directors may be removed, with or without cause, by the holders of a majority of
shares entitled to vote at an election of directors.
Section 3.12 Committees of the Board. The Board of Directors may, by
resolution passed by a majority of the whole Board, designate one or more other
committees and prescribe their powers and authority. Each committee shall
consist of one or more directors of the Corporation as fixed by resolution of
the Board. The Board may designate one or more alternate members of any
committee who may replace any absent or disqualified member at any meeting of
the committee.
Section 3.13 Advisory Directors. A majority of the Directors present at any
regularly scheduled meeting or at any special meeting of the Board may elect to
the Board Advisory Directors. An Advisory Director shall be a shareholder of the
Corporation whose experience and knowledge would, in the opinion of the Board,
be useful to the Corporation in its management. Such Directors shall be
non-voting members of the Board and shall not be counted in constituting a
quorum. Advisory Directors shall stand for election annually at the meeting of
the Board of Directors following the annual meeting of the shareholders.
Advisory Directors shall be compensated for their attendance at any regularly
scheduled meeting of the Board in the amount paid to Directors.
ARTICLE IV
THE EXECUTIVE COMMITTEE
Section 4.1 Appointment, Tenure and Quorum. The Board of Directors shall
appoint the Chairman of the Executive Committee who shall preside at all
meetings of the Committee. The Chairman of the Board of Directors shall, with
the advice, consent and approval of the Board, appoint the other members of the
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Executive Committee, who shall serve at the pleasure of the Board of Directors.
The Chairman of the Board, the Vice-Chairman, if any, and the President shall be
members of the Executive Committee. A majority of the members of the Executive
Committee shall constitute a quorum for the transaction of business.
Section 4.2 Powers of the Executive Committee. During the intervals between
meetings of the Board of Directors, the Executive Committee shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation; except that the
Executive Committee shall not have the power or authority to amend the
Certificate of Incorporation, adopt an agreement of merger or consolidation,
recommend to the stockholders the sale, lease, or exchange of all or
substantially all of the Corporation's property and assets, recommend to the
stockholders a dissolution of the Corporation or a revocation of a dissolution,
or amend the By-laws of the Corporation, or declare a dividend, or authorize the
issuance of stock, or take any other corporate action which under the General
Corporation Law of Delaware is specifically required to be taken by the Board of
Directors.
Section 4.3 Place and Time of Meetings. Meetings of the Executive Committee
may be held at the office of the Corporation, or elsewhere, and at such time as
they may appoint, but the Executive Committee shall at all times be subject to
the call of the Chairman of the Board or any two or more members of the
Committee.
Section 4.4 Minutes of Proceedings. The Executive Committee shall keep
regular minutes of its proceedings and shall report the same to the Board of
Directors when requested.
ARTICLE V THE OFFICERS
Section 5.1 Number and Qualifications. The officers of the Corporation
shall consist of a Chairman of the Board, a President, one or more Executive
Vice-Presidents, one or more other Vice-Presidents, a Treasurer, a Secretary and
a Comptroller. The Corporation may also have a Vice Chairman of the Board, and
one or more Assistant Treasurers, Assistant Secretaries and Assistant
Comptrollers as determined by the Board of Directors. None of the officers
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except the Chairman of the Board, the Vice-Chairman, if any, and the President
need be directors of the Corporation. Any number of offices may be held by the
same person including that of Chairman of the Board and President.
Section 5.2 Term of Office. The officers of Corporation shall be elected
annually at the first meeting of the Board of Directors after each Annual
Meeting of the stockholders and shall hold office until their respective
successors are chosen and qualify. Any officer elected or appointed by the Board
of Directors may be removed at any time, with or without cause, by the
affirmative vote of a majority of the Board. Such removal shall be without
prejudice to the contract rights, if any, of the officer so removed. Any vacancy
occurring among the officers shall be filled by the Board of Directors, but the
person so elected to fill the vacancy shall hold office only until the first
meeting of the Board of Directors after the next annual meeting of the
stockholders.
Section 5.3 Compensation. The compensation of the Chairman of the Board,
the Vice-Chairman, if any, and the President shall be fixed by the Board of
Directors. The Board of Directors may delegate to the Chairman of the Board, or
the President the authority to fix the compensation of the other officers and
agents of the Corporation.
Section 5.4 The Chairman of the Board. The Chairman of the Board shall
preside at all meetings of the stockholders and of the Board of Directors of the
Corporation and shall have such further powers and duties as may be assigned
from time to time by the Board. He shall be a member of the Executive Committee
and an ex-officio member of all committees of the Board of the Corporation.
Section 5.5 The President. The President shall be the Chief Executive
Officer of the Corporation. He shall have the responsibility and authority
usually vested in the Chief Executive Officer of a Corporation, including the
responsibility and full authority for the day-to-day operations, management, and
policymaking functions of the Corporation. The President shall perform such
other duties as may be required by law, by these Bylaws, or as may be assigned
from time to time by the Board of Directors. In the absence or disability of the
Chairman of the Board, the President shall have all the duties and powers of the
Chairman. He shall be a member of the Executive Committee and ex-officio member
of all committees of the Board.
Section 5.6 Executive Vice-Presidents. An Executive Vice President shall
perform such duties as the Board of Directors, the Executive Committee, the
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Chairman of the Board, or the President may prescribe, and in the absence or
disability of the President, the Executive Vice-President, or if there be more
than one Executive Vice-President, the Executive Vice-President designated by
the Board, shall perform the duties and exercise the powers of the President.
Section 5.7 Vice Presidents. A Vice-President shall perform such duties as
shall be assigned to him by the Board of Directors, the Executive Committee, the
Chairman of the Board, the President or by an Executive Vice-President.
Section 5.8 The Treasurer. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate account of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuables in the name and to the credit of the
Corporation in such depositories as may be designated by the Board of Directors.
He shall disburse the funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render to
the Board of Directors or the Executive Committee at regular meetings, or
whenever they may request it, an account of all his transactions as Treasurer
and of the financial condition of the Corporation. If required by the Board of
Directors, he shall give the Corporation a bond in such sum and with such surety
or sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of his office and for the restoration to the
Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the Corporation.
Section 5.9 Assistant Treasurer. An Assistant Treasurer shall perform such
duties as may be assigned to him by the Board of Directors, the Executive
Committee, the Chairman of the Board, the President or the Treasurer. In the
absence or disability of the Treasurer, his duties may be performed by any
Assistant Treasurer.
Section 5.10 The Secretary. The Secretary shall attend all meetings of the
Board of Directors and of the stockholders, and shall record all votes and the
minutes of all proceedings in a book to be kept for that purpose, and shall
perform like duties for any standing committees when required. He shall give or
cause to be given notice of all meetings of the stockholders and of the Board of
Directors, and shall keep the seal of the Corporation in safe custody. He shall
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perform such other duties as may be prescribed by the Board of Directors, or the
Executive Committee, or the Chairman of the Board under whose supervision he
shall be.
Section 5.11 Assistant Secretary. An Assistant Secretary shall perform such
duties as may be assigned to him by the Board of Directors, the Executive
Committee, the Chairman of the Board, the President or the Secretary. In the
absence or disability of the Secretary, his duties may be performed by any
Assistant Secretary.
Section 5.12 The Comptroller. The Comptroller shall be the chief accounting
officer of the Corporation, and shall have general supervision and control of
all accounting matters, including the books of account of the Corporation. He
shall also perform such other duties and services as may from time to time be
prescribed by the Board of Directors, the Executive Committee, the Chairman of
the Board, the President or an Executive Vice President.
Section 5.13 Assistant Comptroller. An Assistant Comptroller shall perform
such duties as may be assigned to him by the Board of Directors, the Executive
Committee, the Chairman of the Board, the President or the Comptroller. In the
absence or disability of the Comptroller, his duties may be performed by any
Assistant Comptroller.
ARTICLE VI
NOTICES
Section 6.1 Manner of Giving. Whenever notice is required to be given to
any director or stockholder under the provisions of the General Corporation Law
of Delaware or under the Certificate of Incorporation or under these By-laws, it
shall not be construed to mean personal notice, but such notice may be given in
writing, by mail, addressed to such director or stockholder, at his address as
it appears on the records of the Corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Notice to directors may also be given by
telegram, facsimile or electronic mail transmission.
Section 6.2 Waiver of Notice. Whenever any notice is required to be given
under the General Corporation Law of Delaware or under the Certificate of
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Incorporation or under these By-laws, a waiver thereof in writing, signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, or by electronic mail, shall be deemed equivalent to the giving
or such notice.
ARTICLE VII
CERTIFICATES OF STOCK
Section 7.1 Stock Certificates. Shares of stock in the Corporation may be
certificated or uncertificated. If uncertificated, such shares shall be in book
entry form or such form as to allow the shares to be eligible for listing on the
Depository Trust Company's Direct Registration System. If such shares are
certificated, the certificate shall be signed by, or in the name of the
Corporation by, the Chairman of the Board of Directors, or the President or a
Vice President and the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary of the Corporation, certifying the number of shares owned
by him in the Corporation.
Section 7.2 Facsimile Signatures. If shares of stock are certificated, any
of or all the signatures on the certificate may be facsimile. 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 were such officer, transfer
agent or registrar at the date of issue.
Section 7.3 Designations, Preferences, Participating and Optional Rights.
If the Corporation shall be authorized to issue more than one class of stock or
more than one series of any class the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualification, limitations or restrictions of such
preferences and/or rights shall be set forth in full or summarized on the face
or back of the certificate which the Corporation shall issue to represent such
class or series of stock, provided that, except as otherwise provided in Section
202 of the General Corporation Law of Delaware, in lieu of the foregoing
requirements, there may be set forth on the face or back of the certificate
which the Corporation shall issue to represent such class or series of stock, a
statement that the Corporation will furnish without charge to each stockholder
who so requests the powers, designations, preferences and relative,
participating, optional or other special right of each class of stock or series
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thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.
Section 7.4 Lost Certificates. The Board of Directors may direct a new
certificate of stock to be 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 of stock to be lost, stolen or destroyed. The Board of
Directors may, in its discretion and as a condition precedent to the issuance of
a new certificate, require the owner of such lost, stolen or destroyed
certificate, or his legal representative, to give the Corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost, stolen or
destroyed.
Section 7.5 Transfer of Stock. The shares of stock shall be transferable on
the books of the Corporation by the registered owner or owners thereof or by
attorney, lawfully constituted in writing, and upon surrender of the certificate
therefor duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, the Corporation or its transfer agent shall
issue a new certificate to the person or persons entitled thereto.
Section 7.6 Registered Stockholders. The Corporation shall be entitled to
treat the registered holder of any share or shares or its stock as the actual
owner thereof and as such the person possessing the exclusive right to receive
dividends and to vote such stock, and 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 Delaware.
ARTICLE VIII
FIXING RECORD DATE
Section 8.1 Record Date. The Board of Directors may fix, in advance, a
date, not more than sixty nor less than ten days before the date of any
stockholders meeting nor more than sixty days prior to any dividend payment date
or other date for the distribution or allotment of any rights, as a record date
for the determination of the stockholders entitled to notice of and to vote at
such meeting, or entitled to receive such dividends or rights as the case may
be; and only stockholders of record on such date shall be entitled to notice of
and to vote at such meeting or to receive such dividends or rights. A
determination of stockholders of record entitled to notice of or to vote at a
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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.
ARTICLE IX
INSPECTION OF BOOKS AND RECORDS
Section 9.1 Right and Conditions of Inspection. Any stockholder of record,
in person or by attorney or other agent, shall, upon written demand under oath
stating the purpose thereof, have the right during the usual hours for business
to inspect for any proper purpose the Corporation's stock ledger, a list of its
shareholders, and its other books and records, and to make copies or extracts
therefrom. A proper purpose shall mean a purpose reasonably related to such
person's interest as a stockholder. In every instance where an attorney or other
agent shall be the person who seeks the right to inspection, the demand under
oath shall be accompanied by a power of attorney or such other writing which
authorizes the attorney or other agent to so act on behalf of the stockholder.
The demand under oath shall be directed to the Corporation at its registered
office in the State of Delaware or at its principal place of business.
ARTICLE X
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 10.1 Contracts. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances.
Section 10.2 Loans. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name unless
authorized by resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
Section 10.3 Checks, Drafts, etc. All checks, drafts or other orders for
the payment of money, notes, or other evidences of indebtedness issued in the
name of the Corporation, shall be signed by such officer or officers, agent or
agents of the Corporation and in the manner as shall from time to time be
determined by resolution of the Board of Directors.
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Section 10.4 Deposits. All funds of the Corporation shall be deposited in
such banks, trust companies or other depositaries as the Board of Directors may
select.
Section 10.5 Voting Stock and Other Corporations. The Chairman of the
Board, the President or any Executive Vice President may execute proxies on
behalf of the Corporation for the purpose of voting any shares of stock of any
other corporation owned by the Corporation.
ARTICLE XI
INDEMNIFICATION AND ADVANCES
Section 11.1 Indemnification and Advances. The Corporation shall indemnify
its officers, directors, employees, and agents and former officers, directors,
employees and agents, and any person serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust, or other enterprise, against expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement in connection
with any pending or threatened action, suit or proceeding, whether civil,
criminal, administrative or investigative, with respect to which such officer,
director, employee, agent or other person is a party or is threatened to be made
a party, to the full extent authorized or permitted by the General Corporation
Law of the State of Delaware. The indemnification provided herein shall not be
deemed exclusive of any other rights to which any person seeking indemnification
may be entitled under any By-law agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in her/his official
capacity and to action in another capacity, while holding any such office, and
shall inure to the benefit of the heirs, executors and administrators of any
such person. In its discretion and where appropriate, the Board of Directors of
the Corporation may advance monies to directors, officers, employees and agents
for payment of reasonable attorneys' fees and other expenses incurred in the
defense of such actions, suits, and proceedings, upon the execution by the
recipient of such advances of an undertaking, in form and substance satisfactory
to the Corporation's independent legal counsel, and to repay to the Corporation
all monies advanced unless it is ultimately determined that the recipient is
entitled to indemnification in such action, suit or proceeding.
The Corporation shall have the power to purchase and maintain insurance on
behalf of any persons enumerated above against any liability asserted against
her/him and incurred by her/him in any such capacity, or arising out of her/his
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status as such, whether or not the Corporation would have the power to indemnify
her/him against such liability under the provisions of this Article Eleventh.
ARTICLE XII
FISCAL YEAR
Section 12.1 Fiscal Year. The fiscal year of the Corporation shall begin on
the first day of January in each year and end on the last day of December in
each year. ARTICLE XIII
SEAL
Section 13.1 Seal. The corporate seal shall have inscribed thereon the name
of the Corporation, the year of its organization and the words "Corporate Seal,
Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
ARTICLE XIV AMENDMENTS
Section 14.1 Amendments. These By-laws may be altered, amended or repealed
or new By-laws may be adopted by the Board of Directors at any regular or
special meeting of the Board provided notice of such alteration, amendment,
repeal or adoption of new By-laws be contained in the notice of such meeting.
Nothing herein shall be construed so as to divest or limit the power of the
stockholders to adopt, amend or repeal By-laws.
Last revised: October 2008