Revised October, 1996
INDEX
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BY-LAWS
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HOOPER HOLMES, INC.
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Page
ARTICLE I - SHAREHOLDERS........................................... 1
ARTICLE II - MEETINGS OF SHAREHOLDERS............................... 4
ARTICLE III - DIRECTORS.............................................. 9
ARTICLE IV - OFFICERS............................................... 13
ARTICLE V - CAPITAL STOCK.......................................... 14
ARTICLE VI - SIGNATURES AND ENDORSEMENTS............................ 14
ARTICLE VII - CORPORATE SEAL......................................... 14
ARTICLE VIII - FISCAL YEAR............................................ 15
ARTICLE IX - AMENDMENTS............................................. 15
ARTICLE X - INDEMNIFICATION........................................ 16
BY-LAWS
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OF
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HOOPER HOLMES, INC.
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(A New York Corporation)
ARTICLE I
SHAREHOLDERS
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Section 1.1 CERTIFICATES. The interest of each shareholder of the
corporation shall be evidenced by certificates for shares of stock in such form
not inconsistent with the Certificate of Incorporation and the Business
Corporation Law as the Board of Directors may from time to time prescribe.
Upon compliance with any provisions restricting the transferability of shares
that may be set forth in the Certificate of Incorporation, these By-Laws, or
any written agreement in respect thereof, the shares of stock of the
corporation shall be transferable on the books of the corporation by the holder
thereof in person or by his attorney, upon surrender for cancellation of
certificates for the same number of shares, with an assignment and power of
transfer endorsed thereon or attached thereto, duly executed, with such proof
of the authenticity of the signature as the corporation or its agents may
reasonably require.
The certificates of shares shall be signed by the Chairman of the Board, if
any, or the President or a Vice-President and by the Secretary or an Assistant
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Secretary or the Treasurer or an Assistant Treasurer, and sealed with the
seal of the corporation. Such seal may be a facsimile, engraved or printed.
Where any such certificate is signed by a transfer agent or a transfer clerk
and by a registrar, the signatures of the Chairman of the Board, if any, or the
President, Vice-President, Secretary, Assistant Secretary, Treasurer or
Assistant Treasurer upon such certificate may be facsimiles, engraved, or
printed. In case any such officer who has signed or whose facsimile signature
has been placed upon such certificate shall have ceased to be such before
certificate is issued, it may be issued by the corporation with the same effect
as if such officer had not ceased to be such at the time of its issue.
No certificate representing shares shall be issued in place of any
certificate alleged to have been lost, destroyed or stolen, except on production
of such evidence of such loss, destruction or theft and on delivery to the
corporation, if the Board of Directors shall so require, of a bond of indemnity
in such amount upon such terms and secured by such surety as the Board of
Directors may in its discretion require.
Section 1.2. FRACTIONAL SHARE INTERESTS. The corporation may issue
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certificates for fractions of a share where necessary to effect transactions
authorized by
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the Business Corporation Law, which shall entitle the holder, in proportion
to his fractional holdings, to exercise voting rights as set forth in the
Certificate of Incorporation, receive dividends and participate in liquidating
distributions; or it may pay in cash the fair value of fractions of a share as
of the time when those entitled to receive such fractions are determined; or it
may issue scrip in registered or bearer form over the manual or facsimile
signature of an officer of the corporation or of its agent, exchangeable as
therein provided for full shares, but such scrip shall not entitle the holder
to any rights of a shareholder except as therein provided.
Section 1.3. RECORD DATE FOR SHAREHOLDERS. For the purpose of determining
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the shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or to express consent to or dissent
from any proposal without a meeting, or for the purpose of determining
shareholders entitled to receive payment of any dividend or the allotment of
any rights, or for the purpose of any other action, the directors may fix, in
advance, a date as the record date for any such determination of shareholders.
Such date shall not be more than fifty (50) days nor less than ten (10) days
before the date of such meeting, nor more than fifty (50)
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days prior to any other action. If no record date is fixed, the record date
for the determination of shareholders entitled to notice of or to vote at a
meeting of shareholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if no notice is given, the day
on which the meeting is held; the record date for determining shareholders for
any purpose other than that specified in the preceding clause shall be at the
close of business on the day on which the resolution of the directors relating
thereto is adopted. When a determination of shareholders of record entitled to
notice of or to vote at any meeting of shareholders has been made as provided
in this paragraph, such determination shall apply to any adjournment thereof,
unless the directors fix a new record date under this paragraph for the
adjourned meeting.
ARTICLE II
MEETINGS OF SHAREHOLDERS
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Section 2.1. TIME AND PLACE. The annual meeting of the shareholders for
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the election of directors and all special meetings of shareholders for any
purpose may be held at such time and place, within or without the State of New
York, as shall be stated in the notice of the meeting, or in a duly executed
waiver of notice thereof.
Section 2.2. ANNUAL MEETING. The annual meeting of
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shareholders of the corporation shall be held during the month of May in
each year on such date and at such hour as the directors shall specify, at
which the shareholders shall elect a Board of Directors and transact such other
business as may properly be brought before the meeting.
Section 2.3. SPECIAL MEETINGS. Special meetings of the shareholders may
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be called by the President or the Board of Directors, and shall be called by
the President or Secretary at the request in writing of any one or more
shareholders owning at least one-third of the common stock of the corporation,
issued and outstanding, and entitled to vote, or by the holders of such lesser
percentage of said common stock as is authorized by the Business Corporation
Law, for the purposes therein expressly contained.
Section 2.4. RIGHT TO VOTE. At all meetings of shareholders, the right of
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any shareholder to vote shall be governed and determined by the provisions of
the Certificate of Incorporation.
Section 2.5. NOTICE OF MEETING. Written notice of the place, date and
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hour of annual and special meetings shall be given personally or by mail to
each shareholder entitled to vote thereat, not less than ten (10) nor more than
fifty (50) days prior to the meeting. Notice of a special meeting shall state
the purpose or purposes for
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which it is called and shall specify the person or persons calling the
meeting by whom or at whose direction such notice is being issued. No notice
of an adjourned meeting of shareholders need be given unless expressly required
by statute. All meetings of the shareholders may be held without notice and
without the lapse of any period of time, if at any time before or after such
action be completed such requirements be waived in writing by the person or
persons entitled to said notice or entitled to participate in the action to be
taken or by his attorney thereunto authorized.
2.6. QUORUM. Except as otherwise provided by law or the Certificate of
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Incorporation, the holders of record of a majority of the common shares of the
corporation, issued and outstanding, and entitled to vote thereat, present in
person or by proxy, shall be necessary to and shall constitute a quorum for the
transaction of business at all meetings of the shareholders. If a quorum shall
not be present at the time fixed for any meeting, the holders of a majority of
such shares so present or so represented may adjourn the meeting from time to
time, without further notice.
2.7. PRESIDING OFFICERS. Meetings of the shareholders shall be presided
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over by one of the following officers in the order of seniority and if
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present: the Chairman of the Board, the Vice Chairman, if any, the
President, a Vice President, or if none of these is present, by a Chairman to
be chosen at the meeting. The Secretary of the Corporation, or in his absence,
an Assistant Secretary, shall act as Secretary of every meeting, but if neither
the Secretary nor an Assistant Secretary is present, the meeting shall choose
any person present to act as Secretary of the meeting.
Section 2.8. VOTING. Every shareholder entitled to vote at any meeting
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may so vote in person or by proxy and shall be entitled to one vote for each
share of common stock of the corporation held by him of record at the time of
the closing of the transfer books or on the record date fixed as hereinbefore
provided or if the transfer books are not closed and no such record date shall
have been fixed, then at the date of such meeting. At all elections of
directors the voting may, but need not be, by ballot and a plurality of the
votes cast thereat shall elect. Any other action shall be decided by a
majority of the votes cast except where the Business Corporation Law
specifically requires a larger proportion.
Section 2.9. PROXIES. Every proxy shall be in writing executed by the
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Shareholder giving the proxy or his duly authorized attorney. No proxy shall
be valid after the expiration of eleven (11) months from its date,
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unless a longer period is provided for in the proxy. Unless and until
voted, every proxy shall be revocable at the pleasure of the person who
executed it or of his legal representatives or assigns, except in those cases
where an irrevocable proxy permitted by law has been given.
Section 2.10. INSPECTORS OF ELECTION. The directors, in advance of any
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meeting, may appoint one or more inspectors to act at the meeting or any
adjournment thereof. If inspectors are not so appointed, the person presiding
at the meeting may, and, on the request of any shareholder, shall appoint one
or more inspectors. In case any person appointed fails to appear or act, the
vacancy may be filled by appointment made by the directors in advance of the
meeting or at the meeting by the person presiding thereat. Each inspector, if
any, before entering upon the discharge of his duties, shall take and sign an
oath faithfully to execute the duties of inspector at such meeting with strict
impartiality and according to the best of his ability. The inspectors, if any,
shall determine the number of shares of common stock of the corporation
outstanding, the shares thereof represented at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall receive votes, ballots,
or consents, hear and determine all challenges and questions arising in
connection with the right to vote, count and
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tabulate all votes, ballots or consents, determine the result, and do such
acts as are proper to conduct the election or vote with fairness to all
shareholders. On request of the person presiding at the meeting or any
shareholder, the inspectors shall make a report in writing of any challenge,
question or matter determined by them and execute a certificate of any fact
found by them.
Section 2.11. SHAREHOLDER ACTION WITHOUT MEETING. Whenever shareholders
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are required or permitted to take any action by vote, such action may be taken
without a meeting on written consent or dissent, setting forth the action so
taken, signed by the holders of all outstanding shares entitled to vote thereon.
ARTICLE III
DIRECTORS
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Section 3.1. FUNCTIONS, QUALIFICATIONS AND NUMBER.
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The property and business of the corporation shall be managed by its Board
of Directors. Each director shall be at least twenty-one (21) years of age. A
director need not be a shareholder, a citizen of the United States, or a
resident of the State of New York. The number of directors constituting the
entire Board shall be at least three (3) but not more than nine (9). Subject
to the foregoing limitation, such number may be fixed from time
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to time by action of the directors or of the shareholders, or, if the number
is not so fixed, the number shall be three (3). The number of directors may be
increased or decreased by action of directors or shareholders, provided that
any action of the directors to effect such increase or decrease shall require
the vote of a majority of the entire Board. No decrease shall shorten the term
of any incumbent director. The phrase "entire board" refers to the total
number of directors which the corporation would have if there were no vacancies.
Section 3.2 ELECTION AND TENURE. Effective as of the annual meeting of
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shareholders in 1990, the Board of Directors shall be divided into three
classes, as nearly equal in number as possible, with the term of office of one
class expiring each year. The term of office of directors of the first class
shall expire at the annual meeting of shareholders in 1991, the term of office
of the second class at the annual meeting of shareholders in 1992 and the term
of office of the third class at the annual meeting of shareholders in 1993. At
each annual meeting of shareholders subsequent to 1990, successors to directors
of the class whose terms then expire shall be elected to hold office for a term
expiring at the third succeeding annual meeting of shareholders after their
election. Each director shall hold office until his
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successor is elected or qualified, or until his earlier resignation or
removal. Newly created directorships and any vacancies on the Board of
Directors, including vacancies resulting from the removal of directors with or
without cause, may be filled by the majority vote of all of the directors then
in office, although less than a quorum.
Section 3.3. MEETINGS OF THE BOARD. Regular and special meetings of the
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Board of Directors shall be held at such time and place, either within or
without the State of New York, as shall be fixed by the Board. Special
meetings may be held at any time upon the call of the President or any director
by oral, telegraphic or written notice duly served on or sent or mailed to each
director not less than five (5) days before such meeting. A meeting of the
Board of Directors may be held without notice immediately after the annual
meeting of shareholders at the same place at which such meeting is held.
Notice need not be given of regular meetings of the Board of Directors held at
times fixed by resolution of the Board of Directors. Meetings may be held at
any time without notice if all the directors are present, or if at any time
before or after the meeting those not present waive notice of the meeting in
writing. Any action required or permitted to be taken by the Board may be
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taken without a meeting if all members of the Board consent in writing to
the adoption of a resolution authorizing the action. Any one or more members
of the Board may participate in a meeting of the Board by means of a conference
telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time.
Section 3.4. QUORUM AND ACTION. A majority of the entire Board shall
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constitute a quorum except when vacancy prevents such majority, whereupon a
majority of the directors in office shall constitute a quorum, provided such
majority shall constitute at least one-third of the entire Board. A majority of
the directors present, whether or not a quorum is present, may adjourn a
meeting to another time and place. Except as herein otherwise provided, the
vote of a majority of the directors present at the time of the vote, if a
quorum is present at such time, shall be the act of the Board. Each director
present shall have one vote. The Chairman of the Board, if any, and if
present, shall preside at all meetings. Otherwise, the Vice Chairman, the
President, if present, or any director chosen by the Board, shall preside.
Section 3.5. REMOVAL OF DIRECTORS. Any or all of the directors may be
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removed for cause or without cause by the shareholders. One or more of the
directors may be removed
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for cause by the Board of Directors.
Section 3.6. COMMITTEES. By resolution adopted by a majority of the
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entire Board of Directors, the Directors may designate from their number, three
or more directors to constitute an Executive Committee and other committees,
each of which, to the extent provided in the resolution designating it, shall
have the authority of the Board of Directors with the exception of any
authority the delegation of which is prohibited by Section 712 of the Business
Corporation Laws.
ARTICLE IV
OFFICERS
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The directors, initially and at their first meeting each year following the
meeting of shareholders at which they were elected, may elect or appoint a
Chairman of the Board of Directors and a Vice Chairman, and shall elect a
President, one or more Vice Presidents, a Secretary and a Treasurer, and such
other officers as they may determine. The President may but need not be a
director. Any two or more offices may be held by the same person except the
offices of President and Secretary. Unless otherwise provided in the
resolution of election or appointment, each officer shall hold office until the
meeting of the Board of Directors following the next annual meeting of
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shareholders and until his successor has been elected and qualified.
Officers shall have such powers and duties as generally pertain to their
respective offices and as defined in the resolution appointing them. Any
officer may resign by written notice to the Corporation and may be removed for
cause or without cause by the Board of Directors.
ARTICLE V
CAPITAL STOCK
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The total number of shares which the corporation shall henceforth have is
20,000,000 to be common at a par value of $0.04 each.
ARTICLE VI
SIGNATURES AND ENDORSEMENTS
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All checks or other orders for the payment of money and all notes or other
instruments evidencing indebtedness of the corporation shall be signed on its
behalf by such officer or officers or such other person or persons as the Board
of Directors may from time to time designate.
ARTICLE VII
CORPORATE SEAL
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The corporate seal, if any, shall be in such form as the Board of Directors
shall prescribe.
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ARTICLE VIII
FISCAL YEAR
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The fiscal year of the corporation shall begin on the first day of January
in each year and shall end on the 31st day of December next following, unless
otherwise determined by the Board of Directors.
ARTICLE IX
AMENDMENTS
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Except as otherwise provided in the Certificate of Incorporation, these
By-Laws may be amended or repealed, and new By-Laws may be adopted by vote of
the shareholders entitled at the time to vote for the election of directors.
By-Laws may also be amended, repealed or adopted by resolution adopted by a
majority of the entire Board of Directors at any regular or special meeting;
provided, however, that any By-law or amendment to the By-laws so adopted by
the Board of Directors may be amended or repealed, and any By-law so repealed
by the Board may be reinstated, by vote of the shareholders entitled to vote
thereon as hereinabove provided, in which case the Board shall not thereafter
take action with respect to the By-laws which is inconsistent with the action
so taken by such shareholders. If any By-law regulating an impending election
of directors is adopted, amended or repealed by the Board, there shall be set
forth in the notice of the next meeting of shareholders for the
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election of directors the By-law so adopted, amended or repealed, together with
a concise statement of the changes made.
ARTICLE X
INDEMNIFICATION
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The Corporation shall (a) indemnify any person made a party to an action by
or in the right of the Corporation to procure a judgment in its favor, by
reason of the fact that he, his testator or intestate, is or was a director or
officer of the Corporation, against the reasonable expenses, including
attorneys' fees actually and necessarily incurred by him in connection with the
defense of such action, and/or with any appeal therein, and (b) indemnify any
person made, or threatened to be made, a party to any action or proceeding,
other than one by or in the right of the Corporation to procure a judgment in
its favor, whether civil or criminal, by reason of the fact that he, his
testator or intestate is or was a director or officer of the Corporation or
served any other corporation or any partnership, joint venture, trust, employee
benefit plan, or other enterprise in any capacity at the request of the
Corporation, against judgments, fines, amounts paid in settlement and
reasonable expenses, including attorneys' fees, actually and necessarily
incurred as a result of such action or proceeding, or any appeal
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therein, in each case to the fullest extent permissible under Sections 721
through 726 of the New York Business Corporation Law or the indemnification
provisions of any successor statute.