Exhibit 3.3
BYLAWS
OF
MJBC CORP.
(A Delaware Corporation)
Adopted as of January 24, 2001
TABLE OF CONTENTS
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ARTICLE 1 OFFICES ........................................................ 1
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1.1 Registered Office .......................................... 1
1.2 Other Offices .............................................. 1
ARTICLE 2 MEETINGS OF STOCKHOLDERS ....................................... 1
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2.1 Annual Meeting ............................................. 1
2.2 Special Meetings ........................................... 1
2.3 Notices .................................................... 1
2.4 Stockholder Lists .......................................... 1
2.5 Quorum and Adjournments .................................... 2
2.6 Majority ................................................... 2
2.7 Voting ..................................................... 2
2.8 Consent of Absentees ....................................... 2
2.9 Action Taken Without a Meeting ............................. 3
2.10 Inspectors of Election ..................................... 3
ARTICLE 3 DIRECTORS ...................................................... 3
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3.1 Powers ..................................................... 3
3.2 Number, Election and Term of Office ........................ 3
3.3 Chairman of the Board ...................................... 4
3.4 Vacancies .................................................. 4
3.5 Annual Meetings ............................................ 4
3.6 Regular Meetings ........................................... 4
3.7 Special Meetings ........................................... 4
3.8 Quorum and Majority ........................................ 4
3.9 Telephonic Meeting ......................................... 5
3.10 Committees ................................................. 5
3.11 Action Taken Without a Meeting ............................. 5
3.12 Compensation of Directors .................................. 5
3.13 Interested Directors ....................................... 5
ARTICLE 4 OFFICERS ....................................................... 6
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4.1 Officers and Elections ..................................... 6
4.2 Removal .................................................... 6
4.3 Resignation ................................................ 6
4.4 Terms of Office and Vacancies .............................. 6
4.5 Salaries ................................................... 6
4.6 Chief Executive Officer .................................... 6
4.7 President .................................................. 7
4.8 Vice President ............................................. 7
4.9 Secretary .................................................. 7
4.10 Assistant Secretary ........................................ 7
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4.11 Chief Financial Officer .................................... 7
4.12 Treasurer .................................................. 8
ARTICLE 5 CERTIFICATES OF STOCK .......................................... 8
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5.1 Entitlement ................................................ 8
5.2 Facsimile Signatures ....................................... 8
5.3 Lost Certificates .......................................... 8
5.4 Transfer of Stock .......................................... 8
5.5 Fixing a Record Date ....................................... 8
5.6 Registered Stockholders .................................... 9
ARTICLE 6 GENERAL PROVISIONS ............................................. 10
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6.1 Dividends .................................................. 10
6.2 Reserves ................................................... 10
6.3 Checks, Notes, Instruments, Etc ............................ 10
6.4 Seal ....................................................... 10
6.5 Fiscal Year ................................................ 10
6.6 Waiver of Notice ........................................... 10
6.7 Registrars and Transfer Agents ............................. 10
6.8 Amendments ................................................. 10
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BYLAWS OF
MJBC CORP.
(A Delaware Corporation)
ARTICLE 1
OFFICES
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1.1 Registered Office. The registered office of the Corporation shall be
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at 1209 Orange Street, Wilmington, County of New Castle, Delaware.
1.2 Other Offices. The Corporation may additionally have offices at such
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other places, both within and without the State of Delaware, as the board of
directors from time to time may determine or the business of the Corporation may
require.
ARTICLE 2
MEETINGS OF STOCKHOLDERS
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2.1 Annual Meeting. An annual meeting of the stockholders shall be held
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for the purpose of electing directors and conducting such other business as may
come before the meeting. The date, time and place, within or without the State
of Delaware, of the annual meeting shall be determined by resolution of the
board of directors.
2.2 Special Meetings. Special meetings of the stockholders for any other
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purpose may be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof. Special meetings may be called by the President and
shall be called by the President or Secretary at the request in writing of a
majority of the board of directors, or at the request in writing of stockholders
owning a majority in amount of the entire capital stock of the Corporation
issued and outstanding and entitled to vote. Such request shall state the
purpose or purposes of the proposed special meeting. Business transacted at any
special meeting of stockholders shall be limited to the purpose or purposes
stated in the notice.
2.3 Notices. Written or printed notice of every annual or special meeting
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of the stockholders, stating the place, date and hour and, in the case of
special meetings, the purpose or purposes for which the meeting is called shall
be given to each stockholder entitled to vote at such meeting not less than ten
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(10) nor more than sixty (60) days before the date of the meeting. All such
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notices shall be delivered, either personally or by mail, by or at the direction
of the board of directors, the President or the Secretary, and if mailed, notice
is given when deposited in the United States mail, postage prepaid, directed to
the stockholder at his address as it appears on the records of the Corporation.
2.4 Stockholder Lists. The officer who has charge of the stock ledger of
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the Corporation shall prepare and make, at least ten (10) days before every
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meeting of stockholders,
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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 (10) days prior to
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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 also shall 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.
2.5 Quorum and Adjournments. The holders of a majority of the stock issued
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and outstanding and entitled to vote thereat, present in person or represented
by proxy , shall constitute a quorum at all meetings of the stockholders except
as otherwise provided by statute or by the Certificate of Incorporation. If a
quorum is not present, the holders of the shares present in person or
represented by proxy at the meeting, and entitled to vote thereat, shall have
the power, by affirmative vote of the holders of a majority of such shares, to
adjourn the meeting to another time and/or place. When a meeting is adjourned to
another time or place notice need not be given of the adjourned meeting if the
time and place thereof are announced at the meeting at which the adjournment is
taken. If the adjournment is for more than thirty (30) days, or if after the
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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. At the adjourned meeting the Corporation may transact any
business which might have been transacted at the original meeting.
2.6 Majority. When a quorum is present at any meeting, the vote of the
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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 an applicable
statute 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.
2.7 Voting. Each stockholder shall, at every meeting of the stockholders,
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be entitled to one (1) vote in person or by proxy for each share of the capital
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stock having voting power held by such stockholder, except that no proxy shall
be voted on after three (3) years from its date, unless such proxy provides for
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a longer period. A duly executed proxy shall be irrevocable if it states that it
is irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A proxy may be made
irrevocable regardless of whether the interest with which it is coupled is an
interest in the stock itself or an interest in the Corporation generally.
2.8 Consent of Absentees. The transactions of any meeting of stockholders,
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although not duly called and noticed, shall be valid as though such meeting had
been duly held after regular call and notice, if (i) a quorum was present either
in person or by proxy and (ii) either before or after the meeting, each of the
stockholders entitled to vote, not present in person or by proxy, signs a
written waiver of notice or a consent to the holding of such meeting, or an
approval of minutes thereof. All such waivers, consents or approvals shall be
filed with the corporate records or made a part of the minutes of the meeting.
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2.9 Action Taken Without a Meeting. Unless otherwise restricted by the
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Certificate of Incorporation, any action required or permitted to be taken at
any annual or special meeting of the stockholders may be taken without a
meeting, without prior notice and without a vote, if a consent or consents in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. 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. Every
written consent shall bear the date of signature of each stockholder or member
who signs the consent and no written consent shall be effective to take the
corporate action referred to therein unless, within sixty (60) days of the
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earliest dated consent delivered to the Corporation in the manner required by
the General Corporation Law of Delaware, written consents signed by sufficient
number of holders or members to take this action are delivered to the
Corporation by delivery to its registered office in the State of Delaware, its
principal place of business, or an officer or an agent of the Corporation having
custody of the book in which proceedings of meetings of stockholders or members
are recorded. Delivery made to the Corporation's registered office shall be by
hand or by certified or registered mail, return receipt requested.
2.10 Inspectors of Election. In advance of any meeting of stockholders, the
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board of directors may appoint any person(s), other than nominees for office,
inspectors of election to act at such meeting or any adjournment thereof. If
inspectors of election are not so appointed, the President may, and on the
request of any stockholder or his proxy, shall, make such appointment at the
meeting. The number of inspectors shall be either one (1) or three (3). If
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appointed at a meeting on the request of one or more stockholders or proxies,
the majority of shares present shall determine whether one (1) or three (3)
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inspectors shall be appointed. In case any person appointed as inspector fails
to appear or fails or refuses to act, the vacancy may be filled by appointment
by the board of directors in advance of the meeting, or at the meeting by the
President. The duty of such inspector shall include the following: determining
the number of shares outstanding and the voting power of each; the shares
represented at the meeting, the existence of a quorum and the authenticity and
effect of proxies; receiving votes, ballots or consents; hearing and determining
all challenges and questions in any way arising in connection with the right to
vote; counting and tabulating all votes or consents; determining the results;
and such other acts as may be proper to conduct the election or vote with
fairness to all stockholders.
ARTICLE 3
DIRECTORS
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3.1 Powers. The business and affairs of the Corporation shall be managed
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by or under the direction of the 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 Bylaws directed or
required to be exercised or to be done by the stockholders.
3.2 Number, Election and Term of Office. Unless otherwise specified by any
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requirements or provisions set forth in the Certificate of Incorporation, the
number of the
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directors of the Corporation 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 3.4 of this Article 3, and each
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director elected shall hold office until his successor is duly elected and
qualified; provided, however, that if the directors shall be divided into
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classes, each director elected shall hold office until the next election of the
class for which such director has been elected, and until his successor has been
duly elected and qualified.
3.3 Chairman of the Board. The Chairman of the Board shall, when present,
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preside at all meetings of the stockholders and of the board of directors and,
subject to these Bylaws, shall exercise such other powers and shall perform such
other duties as may from time to time be prescribed by the board of directors.
3.4 Vacancies. Vacancies and newly created directorships resulting from
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any increase in the authorized number of directors elected by all of the
stockholders having the right to vote as a single class may be filled by a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director. Whenever the holders of any class or classes of stock
or series thereof are entitled to elect one or more directors by the provisions
of the Certificate of Incorporation, vacancies and newly created directorships
of such class or classes or series may be filled by a majority of the directors
elected by such class or classes or series thereof then in office, or by a sole
remaining director so elected. 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.
3.5 Annual Meetings. The annual meeting of each newly elected board of
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directors shall be held at such time and place as is specified by the
stockholders at the meeting at which the directors were elected. If no such time
and place is specified by the stockholders, the President shall specify such
time and place and give at least twenty-four (24) hours' notice thereof to each
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newly elected director, either personally, by telephone, by mail or by
telegraph; provided, however, that the meeting may be held on shorter than
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twenty-four (24) hours' notice with the consent of each of the newly elected
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directors.
3.6 Regular Meetings. Regular meetings, other than the annual meeting, of
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the board of directors shall be held [not less than quarterly] at such times and
such places within or without the State of Delaware as shall from time to time
be determined by the board of directors and publicized among all directors. A
notice of each regular meeting shall not be required.
3.7 Special Meetings. Special meetings of the board of directors may be
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called by the President, any Vice President or the Secretary, and shall be
called by the President upon the express written request of any two directors,
on twenty-four (24) hours' prior notice to each director, either personally, by
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telephone, by mail or by telegraph, at such time and such place within or
without the State of Delaware as shall be specified in such notice.
3.8 Quorum and Majority. At all meetings of the board of directors, a
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majority of the total number of directors shall constitute a quorum for the
transaction of business. The vote of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the board of directors.
If a quorum shall not be present at any meeting of the board of directors,
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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.
3.9 Telephonic Meeting. Members of the board of directors, or any
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committee designated by such Board, may participate in a meeting of such Board
or committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other. Participation in a meeting pursuant to this Section 3.8 shall
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constitute presence in person at such meeting.
3.10 Committees. The board of directors may, by resolution passed by a
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majority of the whole board of directors, designate one or more committees, each
committee to consist of one or more of the directors of the Corporation, which
to the extent provided in the resolution of the board of directors, or in these
Bylaws, 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, except as limited by Delaware General Corporation Law. Each
committee of the board of directors may fix its own rules of procedure and shall
hold its meetings as provided by such rules, except as may otherwise be provided
by the resolution of the board of directors designating such committee, but in
all cases, the presence of at least a majority of the members of such committee
shall be necessary to constitute a quorum. In the event that a member of such
committee is absent or disqualified, the member or members thereof present at
any meeting and not disqualified from voting, whether or not he or they
constitute a quorum, may unanimously appoint another member of the board of
directors to act at the meeting in place of any such absent or disqualified
member. Each committee shall keep regular minutes of its meetings and report the
same to the board of directors when required.
3.11 Action Taken Without a Meeting. Any action required or permitted to be
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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 of directors or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the board of directors or
committee.
3.12 Compensation of Directors. The board of directors, by resolution
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adopted by a majority of the whole board of directors, may establish reasonable
compensation of all directors for services to the Corporation as directors,
officers or otherwise. No such payment shall preclude any director from serving
the Corporation in any other capacity and receiving compensation therefor.
Members of committees designated by the board of directors may be allowed like
compensation for their services to the Corporation.
3.13 Interested Directors. No contract or transaction between the
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Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers, are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the board or committee which authorizes the
contract or transaction, or solely because his or their votes are counted for
such purpose, if: (1) The material facts as to his relationship or interest and
as to the contract or transaction are disclosed or are known to the board of
directors or the
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committee, and the board of directors or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or (2) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or (3) The contract or
transaction is fair as to the Corporation as of the time it is authorized,
approved or ratified, by the board of directors, a committee, or the
stockholders. Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or of a committee
which authorizes the contract or transaction.
ARTICLE 4
OFFICERS
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4.1 Officers and Elections. The officers of the Corporation shall be
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chosen by the board of directors and shall consist of a Chief Executive Officer,
a President, one or more Vice Presidents, a Secretary, a Chief Financial
Officer, a Treasurer and such other officers and assistant officers as may be
deemed necessary or desirable by the board of directors. Any number of offices
may be held by the same person. In its discretion, the board of directors may
leave unfilled for any period as it may deem necessary or advisable any office
except the offices of President and Secretary.
4.2 Removal. Subject to the rights, if any, of an officer under any
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contract of employment, any officer elected or appointed by the board of
directors may be removed by the board of directors at any time, with or without
cause.
4.3 Resignation. Any officer may resign at any time upon written notice to
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the Corporation. Any resignation shall take effect on the date of the receipt of
that notice or at any later time specified in that notice, and the acceptance of
the resignation shall not be necessary to make it effective. Any resignation
shall be without prejudice to the rights, if any, of the Corporation under any
contracts to which the officer is a party.
4.4 Terms of Office and Vacancies. Each officer of the Corporation shall
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hold his office until his successor is elected and qualified or until his
earlier resignation or removal. Any officer elected or appointed by the board of
directors may be removed at any time by the affirmative vote of a majority of
the board of directors. Any vacancy occurring in any office of the Corporation,
by death, resignation, removal or otherwise, shall be filled by the board of
directors.
4.5 Salaries. Salaries of all officers shall be fixed by the board of
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directors.
4.6 Chief Executive Officer. The Chief Executive Officer shall be the
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chief executive officer of the Corporation, shall have general and active
management of the business of the Corporation and shall see that all orders and
resolutions of the board of directors are carried into effect. He shall execute
bonds, mortgages and other contracts requiring a seal, under the seal of the
Corporation, except where required or permitted by law to be otherwise signed
and executed
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and except where the signing and execution thereof shall be expressly delegated
by the board of directors to some other officer or agent of the Corporation, and
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.
4.7 President. In the absence of the Chief Executive Officer, or in the
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event of his inability or refusal to act, the President shall be the Chief
Executive Officer of the Corporation and shall perform the duties as provided in
Section 4.6 above. The President shall perform such other duties and have such
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other powers as the board of directors may from time to time prescribe.
4.8 Vice President. In the absence of the President or in the event of his
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inability or refusal to act, the Vice President, or if there be more than one,
the vice presidents in the order determined by the board of directors (or if
there be no such determination, then in the order of their election) shall
perform the duties of the President, and when so acting, shall have all powers
of and be subject to all the restrictions upon the President. The Vice President
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.
4.9 Secretary. The Secretary shall attend all meetings of the board of
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directors and all meetings of the stockholders and record all the proceedings of
the meetings of the Corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or the
president, under whose supervision he shall be. He shall have custody of the
corporate seal of the Corporation and he, or an assistant secretary, shall have
authority to affix the same to any instrument requiring it, and when so affixed,
it may be attested by his signature or by the signature of such assistant
secretary. The board of directors may give general authority to any other
officer to affix the seal of the Corporation and to attest the affixing by his
signature.
4.10 Assistant Secretary. The Assistant Secretary, or if there be more than
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one, the assistant secretaries in the order determined by the board of directors
(or if there be no such determination, then in the order of their election),
shall, in the absence of the Secretary or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the Secretary and
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.
4.11 Chief Financial Officer. The Chief Financial Officer shall have the
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custody of the Corporation's funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit all monies and other valuable effects in the name
and to the credit of the Corporation in such depositories as may be designated
by the board of directors.
The Chief Financial Officer may 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 President and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
transactions and of the financial condition of the Corporation.
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If required by the board of directors, the Chief Financial Officer
shall give to the Corporation (at the Corporation's cost) a bond (which shall be
renewed every six (6) years) 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.
4.12 Treasurer. The Treasurer shall be the assistant to the Chief Financial
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Officer of the Corporation. In the absence of the Chief Financial Officer, or in
the event of his or her inability or refusal to act, the Treasurer shall perform
the duties and exercise the powers of the Chief Financial Officer and shall
perform such other duties and have such other powers as the board of directors
may from time to time prescribe.
ARTICLE 5
CERTIFICATES OF STOCK
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5.1 Entitlement. Every holder of stock in the Corporation shall be
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entitled to have a certificate, signed by, or in the name of the Corporation by
the Chairman or Vice Chairman of the board of directors, or the President or a
vice president, and by the Chief Financial Officer, Treasurer or an assistant
treasurer, or the Secretary or an assistant secretary of the Corporation
representing the number of shares owned by him in the Corporation.
5.2 Facsimile Signatures. Any or all the signatures on the certificate may
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be facsimile, other than the counter-signature (1) of a transfer agent other
than the Corporation or its employee, or (2) of a registrar other than the
Corporation or its employee. 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.
5.3 Lost Certificates. The Corporation may issue a new certificate of
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stock or uncertificated shares in place of any certificate theretofore issued by
it, alleged to have been lost, stolen or destroyed, and the Corporation may
require the owner of the lost, stolen or destroyed certificate, or his legal
representative to give the Corporation a bond sufficient to indemnify it against
any claim that may be made against it on account of the alleged loss, theft or
destruction of any such certificate or the issuance of such new certificate or
uncertificated shares.
5.4 Transfer of Stock. Upon surrender to the Corporation or the transfer
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agent of the Corporation of a certificate for shares, duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, the Corporation shall issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
5.5 Fixing a Record Date. In order that the Corporation may determine the
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stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment
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thereof, the board of directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the board of directors, and which record date shall not be more than sixty
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(60) nor less than ten (10) days before the date of such meeting. If no record
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date is fixed by the board of directors, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held. A determination of stockholders
of record entitled to notice of or to vote at a meeting of stockholders shall
apply to any adjournment of the meeting; provided, however, that the board of
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directors may fix a new record date for the adjourned meeting.
In order that the Corporation may determine the stockholders entitled
to consent to corporate action in writing without a meeting, the board of
directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the board of
directors, and which date shall not be more than ten (10) days after the date
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upon which the resolution fixing the record date is adopted by the board of
directors. If no record date has been fixed by the board of directors, the
record date for determining stockholders entitled to consent to corporate action
in writing without a meeting, when no prior action by the board of directors is
required by the General Corporation Law of the State of Delaware, shall be the
first date on which a signed written consent setting forth the action to be
taken or proposed to be taken is delivered to the Corporation by delivery to its
registered office in Delaware, its principal place of business or an officer or
agent of the Corporation having custody of the book in which the proceedings of
meetings of stockholders are recorded. Delivery made to the Corporation's
registered office shall be made by hand or by certified or registered mail,
return receipt requested. If no record date has been fixed by the board of
directors and prior action by the board of directors is required by the General
Corporation Law of the State of Delaware, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the day on which the board of
directors adopts the resolution taking such prior action.
In order that the Corporation may determine the stockholders entitled
to receive payment of any dividend or other distribution or allotment of any
rights or the stockholders entitled to exercise any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other lawful
action, the board of directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than sixty (60) days prior to
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such action. If no record date is fixed, the record date for determining stock
holders for any such purpose shall be at the close of business on the day on
which the board of directors adopts the resolution relating thereto.
5.6 Registered Stockholders. The Corporation shall be entitled to
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recognize the exclusive right of a person registered on its books as the owner
of the shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, 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.
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ARTICLE 6
GENERAL PROVISIONS
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6.1 Dividends. Dividends upon the capital stock of the Corporation,
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subject to the provisions of the Certificate of Incorporation, if any, may be
declared by the board of directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in shares of the capital
stock of the Corporation, subject to the provisions of the Certificate of
Incorporation.
6.2 Reserves. Before payment of any dividend, there may be set aside out
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of any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purposes as the directors shall think conducive to the interests of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
6.3 Checks, Notes, Instruments, Etc. All checks or demands for money,
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notes, instruments or other documents 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. Unless so designated by the board of directors,
no such officer or officers or such other person or persons shall have any power
or authority to render the Corporation liable for any purpose or to any amount.
6.4 Seal. The corporate seal shall be prescribed by the board of
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directors. The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
6.5 Fiscal Year. The fiscal year of the Corporation shall be determined
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from time to time by resolution of the board of directors.
6.6 Waiver of Notice. Whenever notice is required to be given under any
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provision of the laws of the State of Delaware or the certificate of
incorporation or bylaws, a written waiver, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting (either in person or
by proxy), shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened.
6.7 Registrars and Transfer Agents. The board of directors may appoint one
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or more registrars of transfer, which shall be incorporated banks or trust
companies, either domestic or foreign, and one or more transfer agents or
transfer clerks, who shall be appointed at such times and places as the board of
directors shall determine.
6.8 Amendments. These Bylaws may be altered, amended or repealed, or new
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bylaws may be adopted by the stockholders or by the board of directors, when
such power is conferred upon the board of directors by the certificate of
incorporation, at any regular meeting of the stockholders or of the board of
directors, or at any special meeting of the stockholders or
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of the board of directors, if notice of such alteration, amendment, repeal or
adoption of new bylaws be contained in the notice of such special meeting.
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CERTIFICATE OF SECRETARY
I, John R. Cook, do hereby certify:
1. That I am the duly elected and acting Secretary of MJBC Corp., a
Delaware corporation (the "Corporation"), and;
2. That the foregoing bylaws constitute the Bylaws of the Corporation
duly adopted by the board of directors thereof effective as of January 24, 2001.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal
of the Corporation.
/s/ John R. Cook
__________________________________
John R. Cook, Secretary
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