SCHEDULE A
AMENDED BY-LAWS
SUBSTITUTED AND ADDITIONAL SECTIONS
OF
INTERACTIVE MEDIA GROUP (USA) LTD.
ARTICLE III
DIRECTORS
Section 1. Number of Directors. The property, business and affairs of
the Corporation shall be managed and controlled by a Board of Directors composed
of one (1) member who shall be elected by the stockholders. Directors need not
be residents of the State of Delaware or stockholders of the Corporation. The
number of Directors may be increased or decreased from time to time by
resolution adopted by a majority of the Board of Directors or the stockholders.
ARTICLE V
OFFICERS
Section 1. Officers in General. The officers of the Corporation shall
be elected by the Board of Directors and shall be a Chairman of the Board, a
Vice Chairman of the Board, a Chief Executive Officer, a Chief Financial
Officer, a Secretary and a Treasurer. Other officers, assistant officers, and
agents as may be deemed necessary by the Board of Directors may be elected by
the Board of Directors in the same manner as the titled officers named above and
will be officers of the Corporation. Two (2) or more offices may be held by the
same person, except the offices of Chief Executive Officer and Secretary.
Section 2. Election, Term of Office and Qualification. The officers of
the Corporation shall be elected by the Board of Directors at the Board of
Directors annual meeting after each annual meeting of shareholders. The Board of
Directors shall elect a Chairman of the Board, a Vice Chairman of the Board, a
Chief Executive Officer, a Chief Financial Officer, a Secretary and a Treasurer
and any other officer, assistant officers, and agents as it deems necessary,
none of whom need be a member of the Board of Directors nor a shareholder of the
Corporation. Each officer so elected shall hold office until his or her
successor has been duly chosen and has qualified or until his or her death or
his or her resignation or removal in the manner hereinafter provided.
Section 8. President. DELETED
Section 17. Chief Executive Officer. The Chief Executive Officer shall
be the chief executive officer of the Corporation; shall (in the absence of the
Chairman of the Board and the Vice Chairman of the Board) preside at meetings of
the stockholders and Directors and shall see that all orders and resolutions of
the Board of Directors are carried into effect. He shall have general and active
management of the business of the Corporation. He shall have general
responsibility for all technological systems and related operations of the
Corporation, including, but not limited to telecommunications business systems
and Internet based business systems and implementation of any upgrades, new
services, repairs or changes to the same. He shall have active management of all
personnel of the Corporation, including but not limited to marketing, business
development, business units and customer service. He may sign, with any other
proper officer, certificates for shares of the Corporation and any deeds, bonds,
mortgages, contracts and other documents which the Board of Directors has
authorized to be executed, except where required by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors or these By-Laws, to some other
officer or agent of the Corporation. In addition, the Chief Executive Officer
shall perform whatever duties and shall exercise whatever powers as may be
prescribed from time to time by the Board of Directors.
Section 18. Chief Technology Officer. DELETED
Section 19. Chief People Officer. DELETED
Section 20. Chief Financial Officer. The Chief Financial Officer shall
be an executive officer of the Corporation. The Chief Financial Officer shall be
responsible to the Board of Directors and the Chief Executive Officer for all
financial control and internal audit of the Corporation. He shall perform such
other duties as may be assigned to him by the Board of Directors and the Chief
Executive Officer.
Section 22. Vice Chairman of the Board. The Vice Chairman of the Board
is authorized to preside at meetings of the shareholders and the Board of
Directors in the absence of the Chairman of the Board.
Dated: February 28, 2000
Schedule A
February 28, 2000 Amendments
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SCHEDULE A
AMENDED BY-LAWS
SUBSTITUTED SECTIONS
OF
INTERACTIVE MEDIA GROUP (USA) LTD.
ARTICLE III
DIRECTORS
Section 1. Number of Directors. The property, business and affairs of
the Corporation shall be managed and controlled by a Board of Directors composed
of at least ten (10) members and no more than fifteen (15) members who shall be
elected by the stockholders. Directors need not be residents of the State of
Delaware or stockholders of the Corporation. The number of Directors may be
increased or decreased from time to time by resolution adopted by a majority of
the Board of Directors or the stockholders.
Dated: October 20, 1999
SCHEDULE A
AMENDED BY-LAWS
SUBSTITUTED SECTIONS
OF
INTERACTIVE MEDIA GROUP (USA) LTD.
ARTICLE III
DIRECTORS
Section 1. Number of Directors. The property, business and affairs of
the Corporation shall be managed and controlled by a Board of Directors composed
of nine (9) members who shall be elected by the stockholders. Directors need not
be residents of the State of Delaware or stockholders of the Corporation. The
number of Directors may be increased or decreased from time to time by
resolution adopted by a majority of the Board of Directors or the stockholders.
Dated: July 29, 1999
SCHEDULE A
AMENDED BY-LAWS
SUBSTITUTED AND ADDITIONAL SECTIONS
OF
INTERACTIVE MEDIA GROUP (USA) LTD.
ARTICLE III
DIRECTORS
Section 1. Number of Directors. The property, business and affairs of
the Corporation shall be managed and controlled by a Board of Directors composed
of eight (8) members who shall be elected by the stockholders. Directors need
not be residents of the State of Delaware or stockholders of the Corporation.
The number of Directors may be increased or decreased from time to time by
resolution adopted by a majority of the Board of Directors or the stockholders.
ARTICLE V
OFFICERS
Section 1: Officers in General. The officers of the Corporation shall
be elected by the Board of Directors and shall be a Chief Executive Officer, a
President and Chief Operating Officer, a Chief Technology Officer, a Chief
People Officer, a Chief Financial Officer, a Secretary and a Treasurer. Other
officers, assistant officers, and agents as may be deemed necessary by the Board
of Directors may be elected by the Board of Directors in the same manner as the
titled officers named above and will be officers of the Corporation. Two (2) or
more offices may be held by the same person, except the offices of President and
Secretary.
Section 2. Election, Term of Office and Qualification. The officers of
the Corporation shall be elected by the Board of Directors at the Board of
Directors annual meeting after each annual meeting of shareholders. The Board of
Directors shall elect a Chief Executive Officer, a President and Chief Operating
Officer, a Chief Technology Officer, a Chief People Officer, a Chief Financial
Officer, a Secretary and a Treasurer and any other officer, assistant
officers, and agents as it deems necessary, none of whom need be a member of the
Board of Directors nor a shareholder of the Corporation. Each officer so
elected shall hold office until his or her successor has been duly chosen and
has qualified or until his or her death or his or her resignation or removal in
the manner hereinafter provided.
Section 8. President. The President shall be an executive officer of
the Corporation; shall (in the absence of both the Chairman of the Board and the
Chief Executive Officer) preside at meetings of the stockholders and Directors;
and shall have general and active management of the business of the Corporation;
and shall be responsible to the Chief Executive Officer. He may sign, with any
other proper officer, certificates for shares of the Corporation and any deeds,
bonds, mortgages, contracts and other documents which the Board of Directors
has authorized to be executed, except where required by law to be otherwise
signed and executed and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors or these By-Laws, to some other
officer or agent of the Corporation. In addition, the President shall perform
whatever duties and shall exercise whatever powers as may be prescribed from
time to time by the Board of Directors. The President shall also be known as the
Chief Operating Officer of the Corporation.
Section 17. Chief Executive Officer. The Chief Executive Officer shall
be the chief executive officer of the Corporation; shall (in the absence of the
Chairman of the Board) preside at meetings of the stockholders and Directors
and shall see that all orders and resolutions of the Board of Directors are
carried into effect. He may sign, with any other proper officer, certificates
for shares of the Corporation and any deeds, bonds, mortgages, contracts and
other documents which the Board of Directors has authorized to be executed,
except where required by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
Board of Directors or these By-Laws, to some other officer or agent of the
Corporation. In addition, the Chief Executive Officer shall perform whatever
duties and shall exercise whatever powers as may be prescribed from time to time
by the Board of Directors.
Section 18. Chief Technology Officer. The Chief Technology Officer
shall be an executive officer of the Corporation. The Chief Technology Officer
shall be responsible to the Board of Directors, the Chief Executive Officer and
the President for all technological systems and related operations, including,
but not limited to telecommunications business systems and Internet based
business systems and implementation of any upgrades, new services, repairs
or changes to the same. He shall perform such other duties as may be assigned
to him by the Board of Directors, the Chief Executive Officer or the President.
Section 19. Chief People Officer. The Chief People Officer shall be
an executive officer of the Corporation. The Chief People Officer shall be
responsible to the Board of Directors, the Chief Executive Officer and President
for the management of all personnel of the Corporation, including but not
limited to marketing, business development, business units and customer service.
He shall perform such other duties
Schedule A
March 26, 1998 Amendments
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2
1
as may be assigned to him by the Board of Directors, the Chief Executive Officer
or the President.
Section 20. Chief Financial Officer. The Chief Financial Officer shall
be an executive officer of the Corporation. The Chief Financial Officer shall be
responsible to the Board of Directors, the Chief Executive Officer and the
President for all financial control and internal audit of the Corporation. He
shall perform such other duties as may be assigned to him by the Board of
Directors, the Chief Executive Officer or the President.
Dated: March 26, 1998
Schedule A
March 26, 1998 Amendments
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BY-LAWS
OF
INTERACTIVE MEDIA GROUP (USA) LTD.
ARTICLE I
OFFICES
Section 1. Principal Office. The offices of the Corporation shall be
located in the County of the State of Delaware stockholders designated in the
Certificate of Incorporation. The Corporation may also maintain offices at such.
other places within or without the United States as the Board of Directors may,
from time to time, determine.
ARTICLE II
STOCKHOLDERS
Section 1. Time and Place of Meetings. The Board of Directors may designate
any time and any place, either within or without the State of Delaware, as the
time and place of meeting for any annual meeting or for any special meeting
called by the Board. A waiver of notice signed by all stockholders entitled to
vote at a meeting may designate any time and any place, either within or without
the State of Delaware, as the time and place for the holding of such meeting. If
no designation is made, or if a special meeting be otherwise called, the time
and place of the meeting shall be the principal office of the Corporation at
10:00 a.m.
Section 2. Annual Meeting. Annual meetings of stockholders shall be held
on the second Friday of the fourth month of each fiscal year if not a legal
holiday, and if a legal holiday, then on the next secular day following at
10:00 a.m., at which the stockholders shall elect a Board of Directors, and
transact such other business as may properly be brought before the meeting. The
annual meeting of the stockholders may be held on a date different than that
given above if the Board so determines and so states in the notice of the
meeting or in a duly executed waiver thereof.
Section 3. Special Meetings. Special meetings of the stockholders for any
purpose or purposes, unless otherwise prescribed by law or by the Certificate of
Incorporation, may be called by the President, the Board of Directors or the
holders of not less than a majority of all of the stock entitled to vote at the
meetings. Business transacted at all special meetings shall be confined to the
purpose or purposes stated in the call.
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Section 4. Notice. Written or printed notice of all meetings of
stockholders stating the place, day and hour thereof, and in the case of a
special meeting the purpose or purposes for which the meeting is called, shall
be delivered not less than ten (10) days nor more than sixty (60) days prior
to the date of the meeting to the stockholders of record entitled to vote at
such meeting either personally or by mail, by or at the direction of the person
or persons calling the meeting, unless it is an annual meeting. If mailed, the
notice shall be deemed to be delivered when deposited in the United States mail,
postage prepaid, addressed to the shareholder at the address that appears on
the stock transfer books of the Corporation.
Section 5. Closing of Transfer Books and Fixing of 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 in order to make a determination of stockholders
for any other proper purpose, the Board of Directors may provide that the stock
transfer books shall be closed for a stated period but not to exceed, in any
case, sixty (60) days. If the stock transfer books shall be closed for the
purpose of determining stockholders entitled to notice of or to vote at a
meeting of stockholders, such books shall be closed for at least ten (10)
days immediately preceding such meeting. In lieu of closing the stock transfer
books, the Board of Directors may fix in advance a date as the record date
for any such determination of stockholders, such date in any case to be not more
than sixty (60) days and, in case of a meeting of. stockholders, not less than
ten (10) days prior to the date on which the particular action requiring such
determination of stockholders is to be taken, and the determination of
stockholders on such record date shall apply with respect to the particular
action requiring the same notwithstanding any transfer of stock on the books of
the Corporation after such record date.
Section 6. List of Stockholders. The officer who as charge of the stock
ledger of the Corporation shall prepare and make, at least ten (10) days before
every meeting of the 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 a least ten (10) 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 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.
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Section 7. Quorum. The holders of a majority of the stock entitled to
vote, present in person or represented by proxy, shall constitute a quorum at
all meetings of the stockholders for the transaction of business, except, as
otherwise provided by law, by the Certificate of Incorporation or by these
By-laws. If, however, such quorum shall not be present or represented at any
meeting of the stockholders, the stockholders entitled to vote at such meeting,
present in person or represented by proxy, shall have the 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
convened. If the adjournment is for more than thirty (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 the record
entitled to vote at the meeting.
Section 8. Organization. The Chairman of the Board, if one shall be
elected, shall preside at all meetings of the stockholders. In his absence, the
President or a Vice President shall preside. In the absence of all of these
officers, any stockholder or the duly appointed proxy of any stockholder may
call the meeting to order and a chairman shall be elected from among the
stockholders present.
The Secretary of the Corporation shall act as secretary at all meetings of
stockholders. In hiss or her absence an Assistant Secretary shall so act and in
the absence of all of these officers the presiding officer may appoint any
person to act as secretary of the meeting.
Section 9. Proxies. At any meeting of the stockholders, every stockholder
entitled to vote at such meeting shall be entitled to vote in person or by
proxy executed in writing by such stockholder or by his duly authorized
attorney-in-fact. No proxy shall be valid after three (3) years from the date of
its execution unless such proxy otherwise provides. A proxy shall be revocable
unless expressly provided therein to be irrevocable or unless otherwise made
irrevocable by law.
Section 10. Voting. Except as otherwise provided by law, the Certificate of
incorporation or these By-laws, each stockholder shall have one (1) vote for
each share having rights registered in his name on the books of the Corporation
at the time of the closing of the stock transfer books (or at the record date)
for such meeting. When a quorum is present at any meeting the vote of holders of
a majority of the stock entitled to vote, present in person or represented by
proxy, shall decide any matter submitted to such meeting, unless the matter is
one upon which by law or by express provision of the Certificate of
Incorporation or of these
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By-laws the vote of a greater number required, in which case the vote of such
greater number shall govern and control the decision of such matter.
Section 11. Voting of Stock by Certain Holders. Stock standing in the name
of another corporation may be voted by such officer, agent or proxy as the
By-laws of such corporation may authorize or, in the absence of such
authorization, as the Board of Directors of such corporation may determine.
Stock held by an administrator, executor, guardian or conservator may be voted
by him so long as such stock forming a part of an estate are in the possession
and form a part of the estate being served by him, either in person or by proxy,
without a transfer of such stock into his name. Stock standing in the name of a
trustee may be voted by him, either in person or by proxy, but no trustee shall
be entitled to vote stock held by him without a transfer of such stock into his
name as trustee.
Stock standing in the name of a receiver may be voted by such receiver, and
stock held by or under the control of a receiver may be voted by such receiver
without the transfer thereof into his name if authority to do so be contained in
an appropriate order of the court by which such receiver was appointed.
A stockholder whose stock is pledged shall be entitled to vote such stock until
the stock have been transferred into the name of the pledgee, and thereafter
the pledgee shall be entitled to vote the stock so transferred.
Shares of its own stock belonging to the Corporation, shares of its own stock
owned by another corporation the majority of the voting stock of which is owned
or controlled by the Corporation, and shares of its own stock held by the
Corporation in a fiduciary capacity shall not be voted, directly, or
indirectly, at any meeting, and shall not be counted in determining the total
number of outstanding stock at any given time.
Section 11. Action. When a quorum is present at any meeting, the vote of
the holders of a majority of the stock having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or
of the Certificate of Incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.
Section 12. Election of Directors. At each election for Directors, each
stockholder entitled to vote at such election shall, unless otherwise provided
by the Certificate of Incorporation or by applicable law, have the right to
vote the number of shares owned by
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him for as many persons as there are to be elected and for whose election he
has a right to vote. Unless otherwise provided by the Certificate of
Incorporation, no stockholder shall have the right or be permitted to cumulate
his votes on any basis.
Section 12. Telephone Meetings. Stockholders may participate in and hold a
meeting of the stockholders by means of conference telephone or similar
communications equipment, by means of which all persons participating in the
meeting can hear each other and participation in a meeting pursuant to this
Section 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 13. Action Without Meeting. Any action required by any provision of
law or of the Certificate of Incorporation or these By-laws to be taken at a
meeting of the stockholders or any action which may be taken at a meeting of the
stockholders may be taken without a meeting without prior written notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the stockholders entitled to vote with respect to the subject
matter thereof holding 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. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent shall be given
to those stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
Section 1. Number of Directors. The property, business and affairs of the
Corporation shall be managed and controlled by a Board of Directors composed of
not less than one (1) nor more than five (5) members who shall be elected by
stockholders. Directors need not be residents of the State of Delaware or
stockholders of the Corporation. The number of Directors may be increased or
decreased by resolution adopted by a majority of the Board of Directors.
Section 2. Election and Term of Office. The Directors shall be elected at
the annual meeting of the stockholders (except as provided in Section 5 of this
Article). Each Director elected shall hold office until his successor shall be
elected at an appropriate annual meeting of the stockholders and shall qualify,
or until his death, his resignation or his removal in the manner hereinafter
provided.
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Section 3. Resignation. Any Director may resign at any time by giving
written notice to the President or Secretary. Such resignation shall take
effect at the time specified therein and unless otherwise specified therein the
acceptance of such resignation shall not be necessary to make it effective.
Section 4. Removal. At any special meeting of the stockholders called
expressly for that purpose, any Director or Directors, including the entire
Board of Directors, may be removed, either with or without cause, and another
person or persons may be elected to serve for the remainder of his or their
term by a vote of the holders of a majority of all stock outstanding and
entitled to vote at an election of directors. In case any vacancy so created
shall not be filled by the stockholders at such meeting, such vacancy may be
filled by the Directors as provided in Section 5 of this Article.
Section 5. Vacancies. If any vacancy shall occur in the Board of Directors,
such vacancy may, subject to the provisions of Section 4 of this Article, be
filled by the affirmative vote of the remaining Directors though less than a
quorum of the Board of Directors or by a sole remaining Director, 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. If, at the time of filling any vacancy or any
newly created Directorship, the Directors then in office shall constitute less
than a majority of the whole board (as constituted immediately prior to any such
increase), the Court of Chancery may, upon Application of any stockholder or
stockholders holding at least ten (10%) percent of the total number of the
shares at the time outstanding having the right to vote for such Directors,
summarily order an election to be held to fill any such vacancies or newly
created Directorships, or to replace the Directors chosen by the Directors then
in office. A Director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office.
Section 6. General Powers. In addition to the powers and authorities
expressly conferred upon them by these By-laws, the Board of Directors may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by law or by the Certificate of Incorporation or by
these By-laws directed or required to be exercised or done by the stockholders.
Section 7. Place of Meetings. The Directors of the Corporation may hold
their meetings, both regular and special, either within or without the State of
Delaware.
Section 8. Annual Meeting. The first Meeting of each newly elected Board
shall be held immediately following the adjournment of the annual meeting of the
stockholders and no notice of such meeting
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shall be necessary to the newly elected Directors in order legally to constitute
the meeting, provided a quorum shall be present, or they may meet at such time
and place as shall be fixed by the consent in writing of all of the Directors.
Section 9. Regular Meetings. Regular meetings of the Board may be held
with or without notice immediately after, and at the same place as, the annual
meeting of stockholders. The Board of Directors may provide by resolution, the
time and place for the holding of additional regular meetings without notice
other than such resolution.
Section 10. Special Meetings. Special meetings of the Board may be called
by the President on two (2) days' notice to each Director given either
personally, by mail or by telegram. Special meetings shall be called by the
President or Secretary in like manner and like notice on the written request of
any Director. The purpose of or the business to be transacted at any special
meeting of the Board of Directors shall be specified in the notice of such
meeting. Attendance of a Director at a meeting shall constitute a waiver of
notice of such meeting except where a Director attends a meeting for the
express purpose of objecting to the transaction of any business on the grounds
that the meeting is not lawfully called or convened.
Section 11. Quorum and Action. At all meetings of the Board the presence of
a majority of the Directors shall be necessary and sufficient to constitute a
quorum for the transaction of business and the act of a majority of the
Directors at any meeting at which a quorum is present shall be the act of the
Board of Directors unless the act of a greater number is required by law, the
Certificate of Incorporation or these By-laws. If a quorum shall not be present
at any meeting of Directors, the Directors present may adjourn the meeting from
time to time without notice other than announcement at the meeting until a
quorum shall be present.
Section 12. Presumption of Assent to Action. A Director who is present
at a meeting of the Board at which action on any corporate matter is taken
shall be presumed to have assented to the action taken unless his dissent shall
be entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the Secretary of the meeting before the adjournment
thereof or shall forward such dissent by registered mail to the Secretary of
the Corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a Director who voted in favor of such action.
Section 13. Committees. Board of Directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each committee to
consist of one or more of the
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Directors of the Corporation; The Board may designate one or more Directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee.
In the absence of disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of any such absent or
disqualified member.
Any such committee, to the extent provided in the resolution of the Board of
Directors, 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,
and may authorize the seal of the Corporation to be affixed to all papers which
may require it; but no such committee shall have the power or authority in
reference to amending the Certificate of Incorporation, (except, that a
committee may, to the extent authorized in the resolution or resolutions
providing for the issuance of shares of stock adopted by the board of Directors
as provided in Section 151(a) of the General Corporation Law fix any of the
preferences or rights of such shares relating to dividends, redemption,
dissolution, any distribution of assets of the Corporation or the conversation
into, or the exchange of any such shares for, shares of any other class or
classes or any other series of thee same or any other class or classes of stock
of the Corporation), adopting an agreement of merger or consolidation,
recommending to the Stockholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets, recommending to the
Stockholders a dissolution of the Corporation or a revocation of a dissolution,
or amending the By-laws of the Corporation; and, unless the resolution or the
Certificate of Incorporation expressly so provides, no such committee shall
have the power or authority to declare a dividend or to authorize the issuance
of stock or to adopt a certificate of ownership and merger. Such committee or
committees shall have such name and names as may be determined from time to
time by resolution adopted by the Board of Directors. Each committee shall
keep regular minutes of its meetings and report the same to the Board of
Directors.
Section 14. Compensation. Directors, may receive a stated salary for their
services in an amount unanimously agreed by the Board of Directors. By
resolution of the Board a fixed sum for expenses of attendance, if any, may be
allowed for attendance at any regular or special meeting of the Board provided
that nothing herein contained shall be construed to preclude any Director from
serving the Corporation in any other capacity and receiving Compensation
therefor.
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Section 15. Telephone Meetings. Directors may participate in and hold a
meeting of the Board of Directors by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other and participation in a meeting pursuant to
this Section 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 16. Action Without Meeting. Any action required or permitted to be
taken at a meeting of the Board of Directors, may be taken without a meeting if
a consent in writing, setting forth the action so taken, is signed by all the
members of the Board of Directors, as the case may be, and such consent shall
have the same force and effect as a unanimous vote at a meeting.
ARTICLE IV
NOTICES
Section l. Form of Notice. Whenever under the provisions of
any applicable statute, the Articles of Incorporation or these By-laws, notice
is required to be given to any director or shareholder, and no provision is
made as to how such notice shall be given, it shall not be construed to mean
personal notice exclusively, but any such notice may be given in writing, by
mail, postage prepaid, addressed to such director or shareholder at such
address as appears on the books of the Corporation. Any notice required or
permitted to be given by mail shall be deemed to be given three (3) days after
the time when the same be thus deposited, postage prepaid, in the United States
mail as aforesaid.
Section 2. Waiver. Whenever any notice is required to be given to any
director or shareholder of the corporation, under the provisions of any
applicable statute, the Articles of Incorporation or 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 in such notice, shall be equivalent to
the giving of such notice.
ARTICLE V
OFFICERS
Section 1. General. The officers of the Corporation shall be elected by
the Board of Directors and shall be a President, a Vice President, a Secretary
and a Treasurer. The Board of Directors may also, if it chooses to do so,
elect a Chairman of the Board, one or more Vice Presidents, one or more
Assistant Secretaries and one or
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more Assistant Treasurers, all of whom shall also be officers. Two or more
offices may be held by the same person, except the offices of President and
Secretary.
Section 2. Election, Term of office and Qualification. The officers of the
Corporation shall be elected by the Board of Directors at its first meeting
after each annual meeting of stockholders. The Board shall elect a President,
Vice President, Treasurer, and Secretary, and any Assistant Officers the Board
has determined are needed, none of whom need to be a member of the Board. Each
officer so elected shall hold office until his successor has been duly chosen
and has qualified or until his death or his resignation or removal in the
manner hereinafter provided.
Section 3. Subordinate Officers. The Board of Directors may appoint such
other officers and agents as it shall deem necessary who shall hold their
offices for such terms, have such authority and perform such duties as the Board
of Directors may from time to time determine. The Board of Directors may
delegate to any officer the power to appoint any such subordinate of officer or
agent.
Section 4. Resignation. Any officer may resign at any time by giving
written notice thereof to the Board of Directors. Any such resignation shall
take effect at the time specified therein and unless otherwise specified
therein the acceptance of such resignation shall not be necessary to make it
effective.
Section 5. Removal. Any officer elected or appointed by the Board of
Directors may be removed by the Board at any time with or without cause. Any
other officer may be removed with or without cause, by the person or persons who
appointed the officer or by the Board.
Section 6. Vacancies. A vacancy in any office shall be filled for the
unexpired portion of the term by the Board of Directors, but in case of a
vacancy occurring in an office filled in accordance with the provisions of
section 3 of this Article, such vacancy may be filled by the superior officer,
upon whom such power may be conferred by the Board of Directors.
Section 7. Chairman. The Chairman of the Board, if one shall be elected,
shall preside at all meetings of the stockholders and directors. In addition,
the Chairman of the Board shall perform whatever duties and shall exercise all
powers that are given to him by the Board of Directors.
Section 8. President. The President shall be the chief executive officer of
the corporation, shall (in absence of the Chairman of the Board) preside at
meetings of the stockholders and Directors; shall have general and active
management of the business of the Corporation; and shall see that all orders and
resolutions of
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the Board of Directors are carried into effect. He may sign, with any other
proper officer, certificates for shares of the Corporation and any deeds, bonds,
mortgages, contracts and other documents which the Board of Directors has
authorized to be executed, except where required by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors or these By-laws, to some other
officer or agent of the Corporation.
Section 9. Vice President. In the absence of or inability of the President
to act, the Vice President shall perform the duties and exercise the powers of
the President and shall perform such other functions as the Board of Directors.
may from time to time prescribe.
Section 10. The Secretary. The Secretary, when available, shall attend
all meetings of the Board of Directors and all meetings of the stockholders and
record all votes and the minutes of all proceedings in a book to be kept
for that purpose. He shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the Board of Directors as
required by law or these By-laws, be custodian of the Corporate records and have
general charge of the stock books of the Corporation and shall perform such
other duties as may be prescribed by the Board of Directors or President, under
whose supervision he shall be. He may sign, with any other proper officer,
certificates for stock of the Corporation and shall keep in safe custody the
seal of the Corporation, and, when authorized by the Board, affix the same to
any instrument requiring it and, when so affixed, it shall be attested by his
signature.
Section 11. Assistant Secretaries. Any Assistant Secretary shall, in the
absence or disability of the Secretary perform the duties and exercise the
powers of the Secretary and shall perform such other duties as may be prescribed
by the Board of Directors or the President.
Section 12. Treasurer. The Treasurer shall have the care and custody of
and be responsible for all of the funds and securities of the Corporation and
shall deposit such funds in the name and to the credit of the Corporation in
such a bank and safe deposit vaults as the Directors may designate. He shall
exhibit at all reasonable times his books and accounts to any Director or
stockholder of the Corporation upon application at the office of the
Corporation during business hours. He shall render a statement the condition of
the finances of the Corporation at each stated meeting of the Board of Directors
if called upon to do so, and a full report at the annual meeting of
stockholders. He shall keep at the office of the Corporation correct books of
account of all of its business and transactions and such books of account as the
Board of Directors may
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require. He shall do and perform all other duties incident to the office of
Treasurer as may be prescribed by the President or Board of Directors from time
to time.
Section 13. Assistant Treasurers. Any Assistant Treasurer shall, in the
absence or disability of the Treasurer perform the duties and exercise the
powers of the Treasurer and shall perform such other duties as may be prescribed
by the Board of Directors or the President.
Section 14. Bonding. If required by the Board of Directors, all or certain
of the officers shall give the Corporation a bond in such form, in such sum and
with such surety or sureties as shall be satisfactory to the Board, for the
faithful performance of the duties of their office and for the restoration to
the Corporation, in case of their death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in their possession or under their control belonging to the Corporation.
Section 15. Salaries. The salary or other compensation of officers shall
be fixed from time to time by the Board of Directors. The Board of Directors may
delegate to any officer the power to fix from time to time the salary or other
compensation of officers and agents appointed in accordance with the provisions
of Section 3 of this Article.
Section 16. Voting Upon Shares Held by The Corporation. The Board of
Directors may authorize any officer to act on behalf of the Corporation in
regard to shares of other corporations owned by this Corporation in which event
he shall have full power and authority to attend and to act and to vote at any
meeting of stockholders of any corporation in which this Corporation may hold
shares and at any such meeting shall possess and may exercise any and all of the
rights and powers incident to the ownership of such shares which, as the owner
thereof, the Corporation might have possessed and exercised, if present. The
Board of Directors by resolution from time to time may confer like powers upon
any other person or persons.
ARTICLE VI
CERTIFICATES REPRESENTING STOCK
Section 1. Form of Certificates. The certificates representing stock of
the Corporation shall be in such form, not inconsistent with statutory
provisions and the Certificate of Incorporation, as shall be approved by the
Board of Directors. The certificates shall be signed by the President of the
Corporation and sealed with the corporate seal or a facsimile thereof. In case
any officer who has signed or whose facsimile signature has been placed upon a
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certificate shall have ceased to be such officer before such certificate is
issued, it may be issued with the same effect as if he were such officer at the
date of its issuance. All certificates shall be consecutively numbered and the
name of the person owning the stock represented thereby, with the number of
such shares and the date of issue, shall be entered on the Corporation's books.
Section 2. Ownership of Stock. The Corporation shall be entitled to treat
the holder of record of any share or as the owner of such stock with all of the
rights of ownership 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 the State of Delaware.
Section 3. Lost Certificates. The Corporation may direct that a new
certificate be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate to be lost or
destroyed. When authorizing the issue of a new certificate, the Board of
Directors, in its discretion, and as a condition precedent to the issuance
thereof, may require the owner of the lost or destroyed certificate, or his
legal representative, to advertise the same in such manner as it shall require
and/or give the Corporation a bond in such form, in such sum, and with such
surety or sureties 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 or destroyed.
Section 4. Transfer of Stock. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation 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. Upon receipt of proper transfer instructions from
the registered owner of the uncertified shares such uncertificated shares shall
be cancelled and issuance of new equivalent uncertificated shares or
certificated shares shall be made to the person entitled thereto and the
transaction shall be recorded upon the books of the Corporation.
ARTICLE VII
GENERAL PROVISIONS
Section 1. Dividends. The Board of Directors, may, from time to time,
declare, and the Corporation may pay, dividends on its outstanding stock in the
manner and upon the terms and conditions provided by the Certificate
of Incorporation, the By-laws and the applicable laws of the State of Delaware.
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Section 2. Reserves. There may be created by resolution of the Board of
Directors out of the earned surplus of the Corporation such reserve or
reserves as the Board of Directors from time to time, in its discretion, deems
proper to provide for contingencies, or to equalize dividends, or to repair or
maintain any property of the Corporation, or for such other proper purpose as
the Board shall deem beneficial to the Corporation, and the Board may modify
or abolish any reserve in the same manner in which it was created.
Section 3. Seal. If one be adopted, the corporate seal shall have inscribed
thereon the name of the Corporation and shall be in such form as may be approved
by the Board of Directors. Said seal may be used by causing it or a facsimile
of it to be impressed or affixed or in any manner reproduced. Any officer of the
Corporation shall have authority to affix the seal to any document requiring
it.
Section 4. Fiscal Year. Unless another fiscal year shall be fixed by
resolution of the Board of Directors, the fiscal year of the Corporation shall
commence on the 1st day of October and terminate on the 30th day of September of
each year.
Section 5. Reports of Situation and Amount of Business. The Board of
Directors as and when requested by the holders of at least one-tenth (1/10) of
the outstanding voting stock of the Corporation, present written reports of the
situation and amount of business of the Corporation and shall present a full
and clear statement of the business and condition of the Corporation at every
annual meeting.
Section 6. Checks, Notes, etc. All checks or demands for money and notes of
the Corporation shall be signed by such officer or officers or such other person
or persons as the Board of Directors may from time to time designate.
Section 7. Examination of Books and Records. Any person who shall have been
a shareholder of record for at least six (6) months immediately preceding his
demand, or who shall be the holder of record of at least ten percent (10%) of
all the outstanding shares of the Corporation, upon written demand stating the
purpose thereof, shall have the right to examine, in person or by agent or
attorney, at any reasonable time or times, for any proper purpose, the books and
records of account, minutes, and record of stockholders of the Corporation, and
shall be entitled to make extracts therefrom.
Section 8. Indemnification of Directors. Subject to the applicable laws
of the State of Delaware, the Corporation shall indemnify any director,
officer, or employee, or former director, officer, or employee of the
Corporation, or any person who may have served at its request as a director,
officer, or employee of another corporation in which it owns stock, or of which
it is a creditor, against expenses actually and necessarily incurred by him and
any amount paid in satisfaction of judgments in connection with any
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action, suit or proceeding whether civil or criminal in nature, in which he is
made a party by reason of being or having been such a director, officer or
employee (whether or not a director, officer, or employee at the time such
costs or expenses are incurred by or imposed upon him) except in relation to
the matters as to which he shall be adjudged in such action, suit, or
proceeding to be liable for gross negligence or willful misconduct in the
performance of duty. The Corporation may also reimburse to any director,
officer, or employee the reasonable costs of settlement of any action, suit or
proceeding, if it shall be found by a majority of the Board of the
Directors not involved in the matter in controversy, whether or not a
quorum, that it was to the interest of the Corporation that such settlement be
made and that such director, officer or employee was not guilty of gross
negligence or willful misconduct. Such rights of indemnification and
reimbursement shall not be deemed exclusive of any other rights to which such
director, officer, or employee may be entitled by law or under any By-law,
agreement, vote of stockholders, or otherwise.
ARTICLE VIII
MISCELLANEOUS
Section 1. Compliance With By-Laws. Any action taken or determination made
in good faith by the stockholders or the Board of Directors shall be effective,
valid and binding although the same may not have been taken or made in strict
compliance with the By-laws of the Corporation.
ARTICLE IX
AMENDMENTS
Section 1. Amendments. These By-Laws may be altered, amended or repealed or
new By-Laws may be adopted by the. stockholders or by the Board of Directors, at
any regular meeting of the stockholders or of the Board of Directors or at
any.special meeting of the stockholders or of the Board of Directors if notice
of such alteration, amendment, repeal or adoption of new By-Laws be contained in
the notice of such special meeting.
Dated: December 20, 1991
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