ELECTRONIC ASSOCIATES, INC.
185 MONMOUTH PARKWAY
WEST LONG BRANCH, NEW JERSEY 07764
BYLAWS
ELECTRONIC ASSOCIATES, INC.
WEST LONG BRANCH, NEW JERSEY
BYLAWS
OFFICES
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1. The principal office shall be at 185 Monmouth Parkway, West
Long Branch, New Jersey.
2. The Corporation may also have offices at such other places as the Board
of Directors may from time to time appoint or the business of the
Corporation may require.
SEAL
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3. The Corporation Seal shall consist of the letters "EAI"
surrounded by a ring and the figure "1945", all placed upon a
decorative background.
STOCKHOLDERS MEETING
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4. All meetings of the stockholders shall be held at such place within or
without the State of New Jersey, as may from time to time be designated
by the Board of Directors and stated in the notice of the meeting.
5. The Annual Meeting of Stockholders shall be held on such date and at
such time as may be fixed by the Board of Directors. At the Annual
Meeting of Stockholders, the stockholders shall elect, by plurality
vote and by ballot, Directors in accordance with Paragraph 12 of these
Bylaws by ballots and shall transact such other business as may
properly be brought before the meeting.
6. The holders of record of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or
represented by proxy, shall be requisite and shall constitute
a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by
statute. If, however, a quorum shall not be present at any
meeting of the stockholders, the majority of stockholders
entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to
time, without notice other than announcement at the meeting,
until a quorum shall be present. At such adjourned meeting at
which a quorum shall be present or represented, any business
(2)
may be transacted which might have been transacted at the
meeting as originally notified.
7. At any meeting of the stockholders, every stockholder having
the right to vote shall be entitled to vote in person or by
proxy appointed by an instrument in writing subscribed by such
stockholder or by his duly authorized attorney and bearing a
date not more than three years prior to said meeting. Each
proxy shall be delivered to the Secretary of the Corporation
prior to the meeting. The attendance at any meeting of a
stockholder who may therefore have given a proxy shall not
have the effect of revoking the proxy unless the stockholder
so attending shall, in writing, so notify the Secretary, at
any time prior to the voting of the proxy. Each stockholder
shall have one vote for each share of stock, having voting
power registered in his name at the time of the closing of the
transfer books or on the date fixed as record date for said
meeting.
8. Written notice of the time, place and purpose or purposes of the Annual
Meeting and any special meeting of stockholders shall be mailed to each
stockholder of record entitled to vote thereat, at such address as
appears on the stock books of the Corporation, not less than ten nor
more than sixty days before the date of the meeting.
9. The Secretary shall make and certify a complete list of the
stockholders entitled to vote at a stockholders meeting or any
adjournment thereof. Such list may consist of cards arranged
alphabetically and shall be arranged alphabetically within
each class, series, or group of stockholders maintained by the
Corporation for convenience or reference, with the address and
the number of shares held by each stockholder. This shall be
produced at the time and place of the meeting and shall be
subject to the inspection of any stockholder during the whole
time of the meeting.
10. Special meetings of the stockholders for any purpose or
purposes other than those regulated by statute, may be called
by the Chairman of the Board and shall be called by the
Chairman of the Board or Secretary at the request in writing
of a majority of the Board of Directors, or at the request in
writing by the holder of record of a majority 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 meeting.
(3)
11. Business transacted at all special meetings shall be confined
to the purposes stated in the call and matters germane
thereto.
DIRECTORS
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12. The Board shall consist of not less than three (3) nor more
than nine (9) directors, and the directors shall be divided
into three classes, designated "Class I," "Class II" and
"Class III". There shall be up to three Directors in Class I,
up to three Directors in Class II, and up to three Directors
in Class III.The term of office of the Class I, Class II and
Class III Directors shall be three years. The term of office
of the Class I directors shall expire at the 1993 Annual
Meeting of Stockholders; the term of office of the Class II
Directors shall expire at the 1995 Annual Meeting of
Stockholders; and the term of office for the Class III
Directors shall expire at the 1994 Annual Meeting of
Stockholders. At each Annual Meeting, Directors to replace
those whose terms expire at such Annual Meeting shall be
elected to hold office until the expiration of the term of
which they are elected and until their successors have been
elected and qualified.*
13. No person shall be a nominee for Director after the age of 68
years.
14. The Directors may hold their meetings and keep the books of the
Corporation, except the stock book and the transfer book, outside of
New Jersey, at such places as they may from time to time determine.
15. If the office of any Director or Directors becomes vacant for any
reason, the Directors in office, although less than a quorum, may by
majority vote choose a successor or successors who shall hold office
for the unexpired term in respect to which such vacancy occurred or
until the next election of Directors, whichever occurs first.
16. The property and business of the Corporation shall be managed
by its Board of Directors who may exercise all such powers of
the Corporation and do all such lawful acts and things as are
not by statute directed or required to be exercised or done by
the stockholders.
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* Amended October 1, 1992, further amended February 23, 1993, and
further amended January 4, 1995.
(4)
17. The Board may designate one of its members as the Chairman of
the Board. The Chairman of the Board shall preside at all
meetings of the stockholders and the Board of Directors. The
Chairman shall assist in communications between the members of
the Board of Directors and the President and shall perform
such other tasks as may be determined from time to time by the
Board. The Chairman shall not be an officer of employee of the
Corporation.
MEETINGS OF THE BOARD
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18. The first meeting of each newly elected Board shall be held at such
place and time as shall be fixed by the consent of all such Directors.
19. Regular meeting of the Board, as established by the Board at its
organizational meeting, may be held without further notice at such time
and place, either within or without the State of New Jersey, as shall
from time to time be determined by the Board.
20. The Chairman of the Board may call special meetings of the Board by
giving oral, telephonic, telegraphic or written notice to each Director
not less than three days prior to the meeting. Upon the written request
of two Directors, the Chairman of the Board or Secretary shall call
special meetings by giving like notice.
21. At all meeting of the Board, the presence of a majority of the Board of
Directors shall be necessary and sufficient to constitute a quorum for
the transaction of business and the act of a majority of the Directors
present at any meeting at which there is a quorum shall be the act of
the Board, except as may be otherwise specifically provided by statute.
22. Unless otherwise restricted by the certificate of
incorporation or these Bylaws, any action required or
permitted to be taken pursuant to authorization noted at a
meeting of the Board of Directors or of any Committee thereof
may be taken without a meeting, if, prior or subsequent to
such action, all members of the Board or Committee, as the
case may be, consent thereto in writing, and such written
consents are filed with the minutes of proceedings of the
Board or Committee.
23. Unless otherwise restricted by the certificate of incorporation or
these Bylaws, any or all Directors may participate in a meeting of the
Board of Directors or Committee of the Board by means of conference
telephone or any means of communication by which all persons
participating in the meeting are able to hear each other.
(5)
COMMITTEES
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24. The Board of Directors, by resolution adopted by a majority of
the entire Board, may appoint one or more Committees, each to
consist of one or more of the Directors, which, to the extent
provided in said resolution, shall have and may exercise all
the authority of the Board of Directors except as restricted
by statute. Vacancies in the membership of a Committee shall
be filled by the Board of Directors at a regular meeting
thereof or at a special meeting called for that purpose. All
Committees shall keep regular minutes of their proceedings and
report their actions to the Board.
COMPENSATION OF DIRECTORS
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25. Directors, as such, shall not receive any stated salary for
their services. By resolution of the Board, a stated retainer
for service as a Director and a fixed sum and expenses of
attendance, if any, may be allowed for attendance at each
regular or special meeting of the Board, or any Committee of
the Bard, provided that nothing herein contained shall be
construed to preclude any Director from serving the
Corporation in any other capacity and receiving compensation
thereof. The Chairman of the Board shall receive such
compensation, in addition to the fees payable to the Directors
generally, as shall be determined by the Board.
OFFICERS
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26. The officers of the Corporation shall be a President, a
Secretary and a Treasurer. Any two of the aforesaid offices
may be held by the same person.
27. The Board of Directors at its first meeting after each Annual Meeting
of Stockholders shall elect a President from its members and the Board
shall at such meeting also choose a Secretary and a Treasurer who need
not be members of the Board.
28. The Board of Directors may elect one or more Vice Presidents, one or
more Assistant Secretaries and one of more Assistant Treasurers and
such other officers and agents as it may deem necessary who shall have
such authority and perform such duties as from time to time shall be
prescribed by the Board or delegated by the President.
29. The salaries of all Officers of the Corporation shall be fixed
by the Board of Directors.
30. Any officer elected by the Board of Directors may be removed
at any time by the affirmative vote of a majority of the whole
(6)
Board of Directors with or without cause. If the office of President,
Secretary or Treasurer becomes vacant for any reason, the vacancy shall
be filled by the Board of Directors.
PRESIDENT
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31. The President shall be the Chief Executive Officer of the
Corporation, shall generally and actively manage the business
of the Corporation, and shall see that all orders and
resolutions of the Board are carried out. He shall execute
bonds, mortgages and other contracts requiring a seal, under
the Seal of the Corporation 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 to some officer or agent of the Corporation.
32. In the case of the absence of inability to act of the President,
another officer designated by the Board of Directors shall perform the
duties and exercise the powers of the President.
SECRETARY
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33. The Secretary shall attend all sessions of the Board 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 and shall perform like duties for the Committee 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 President under whose
supervision he shall be.
TREASURER
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34. The Treasurer shall have the custody of the Corporation 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.
35. He shall disburse the funds of the Corporation as may be ordered by the
Board, taking proper vouchers for such disbursements and shall render
to the President and Directors at the regular meetings of the Board of
Director, or whenever they may require it, an account of all his
transactions as Treasurer and of the financial Condition of the
Corporation.
(7)
36. At the request of the Board, he shall give the Corporation a
bond in a sum and with such surety or sureties as shall be
satisfactory to the Board, 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.
INDEMNIFICATION
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37. 37.1. Definitions. As used in this Article 37,
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(a) "Expenses" means reasonable costs, disbursements, and
counsel fee;
(b) "Liabilities" means amounts paid or incurred in
satisfaction of settlements, judgments, fines and penalties;
and
(c) "Proceeding" means any pending, threatened or completed
civil, criminal, administrative or arbitrative action, suit or
proceeding, and any appeal therein and any inquiry or investigation
which could lead to such action, suit or proceeding.
37.2. Indemnification of Directors and Officers. The Corporation shall,
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to the fullest extent permitted by laws of the State of New Jersey as
from time to time in effect, indemnify any person who is or was made a
party or is threatened to be made a party to any Proceeding by reason
of the fact that he is or was a director or officer of the Corporation
or, while serving as a director or officer of the Corporation, is or
was serving at the request of the Corporation as a director, officer,
trustee, employee or agent of another corporation, partnership, trust,
employee benefit plan or other enterprise against all Expenses and
Liabilities.
37.3. Indemnification of Others. If the Board of Directors so
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determines, the Corporation may provide indemnification, on
such terms and to such extent as may be fixed by the Board, to
employees and other persons to whom the provisions of Section
37.2 do not relate.
37.4. Reimbursement and Advances. The Corporation shall, from time to
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time, reimburse or advance to any person referred to in section 37.2
the funds necessary for payment of Expenses incurred in connection with
any Proceeding, upon receipt of a written undertaking by or on behalf
of such person to repay such amount unless it shall ultimately be
determined that he is entitled to indemnification. Nothing contained in
this Section 37.4 shall limit the right of the Corporation, from
(8)
time to time, to reimburse or advance funds to any person
referred to in Section 37.3.
37.5. Serving at the Request of the Corporation. Without limitation of
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any indemnification provided by Section 37.2, any director or officer
of the Corporation serving (i) another corporation, partnership, joint
venture or trust of which the majority of the voting power or residual
economic interest is held, directly or indirectly, by the Corporation,
or (ii) any employee benefit plan of the Corporation or any entity
referred to in cause (i), in any capacity, shall be deemed to be doing
so at the request of the Corporation.
37.6. Determination of Entitlement. Any person entitled to be
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indemnified or to the reimbursement or advancement of expenses as a
matter of right pursuant to this Article 37 may, to the extent
permitted by applicable law, elect to have the right of indemnification
(or advancement or expenses) interpreted on the basis of the applicable
law in effect at the time of the occurrence of the event or events
giving rise to the Proceeding or on the basis of the applicable law in
effect at the time indemnification is sought.
37.7. Contractual Right. The right to be indemnified or to the
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reimbursement or advancement of expenses pursuant to Section 37.2 or
37.4 (i) is a contract right pursuant to which the person entitled
thereto may bring suit as if the provisions hereof were set forth in a
separate written contract between the Corporation and such person, (ii)
is intended to be retroactive and shall, to the extent permitted by
law, be available with respect to events occurring prior to the
adoption hereof, and (iii) shall continue to exist after the rescission
or restrictive modification hereof (as a result of an amendment to the
Certificate of Incorporation of the Corporation or these By-laws or
otherwise) with respect to events occurring prior thereto. In the event
that any person brings suit to enforce the provisions of this Article
37 and is successful in whole or in part in any such suit, such person
shall be entitled also to be paid the expense of prosecuting such suit.
37.8. Nonexclusivity. The rights and authority conferred in this
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Article 37 shall not be exclusive of any other right which any person
may have or hereafter acquire under any statute, provision of these
By-laws, agreement, vote of stockholders or directors or otherwise.
CERTIFICATES OF STOCK
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38. The certificates of stock of the Corporation shall be numbered
and registered as they are issued. They shall exhibit the
holder's name and the number and class of shares and the
(9)
designation of the series, if any, shall be signed by the President,
any Vice President, the Treasurer, an Assistant Treasurer, the
Secretary, or the Assistant Secretary. If any certificate is signed by
a transfer agent or an assistant transfer agent or by a transfer clerk
on behalf of the Corporation and a registrar, the signature of any such
officer may be facsimile.
LOST CERTIFICATES
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39. The President may direct a new certificate or certificates to
be issued in place of any certificate or certificates
theretofore issued by the Corporation, alleged to have been
destroyed or lost, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be
lost or destroyed. When authorizing such issue of a new
certificate or certificates, the President may, in his
discretion and as a condition precedent to the issuance
thereof, require the owner of such lost or destroyed
certificate or certificates, or his legal representative, to
advertise the same in such manner as he shall require and/or
give the Corporation a bond in such sum and with such surety
of sureties as he 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.
TRANSFER OF STOCK
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40. Upon the surrender to the Corporation or transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it
shall be the duty of the Corporation to issue a new certificate to the
person entitled thereto, cancel the old certificate and record the
transaction upon its books.
CLOSING OF TRANSFER BOOKS
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41. The Board of Directors shall fix, in advance a date no less
than ten and no more than sixty days preceding the date of any
meeting of stockholders, or the date for the allotment of
rights, or the date when any change or conversion or exchange
of capital stock shall go into effect as a record date for the
determination of the stockholders entitled to notice of and to
vote at any such meeting, or entitled to receive payment of
any such allotment of rights, or to exercise the rights in
respect to any such changes, conversion or exchange of capital
stock and in such case stockholders of record on the date so
fixed shall be exclusively entitled to such notice of and to
vote at such meeting or to receive any such allotment of
(10)
rights, or exercise such rights, as the case may be, notwithstanding
any transfer of any stock on the books of the Corporation after such
record date fixed as aforesaid. For the payment of any dividends, the
Board of Directors shall fix as a record date for the determination of
the stockholders entitled to receive payment of any such dividend the
date of the meeting at which such dividend was declared or any date
within the next succeeding thirty days and in such case, stockholders
of record on the date so fixed shall be exclusively entitled to receive
payment of such dividend.
REGISTERED STOCKHOLDERS
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42. The Corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder in fact thereof and accordingly
shall not be bound to recognize any equitable or other claim to or
interest in such share on the part of any other person whether or not
it shall have express or other notice thereof, save as expressly
provided by the laws of New Jersey.
INSPECTION OF BOOKS
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43. The Corporation's stockholder records and minutes shall be
made available for inspection as required by the General
Corporation Law of New Jersey. The Board of Directors shall
determine whether a stockholder otherwise entitled to inspect
the stockholder records and minutes has a proper purpose for
doing so. The Board of Directors shall determine from time to
time whether, and if allowed, when and under what condition
and regulations all other accounts, books and records of the
Corporation shall be open to the inspection of the
stockholders and the stockholder's rights in this respect are,
and shall be restricted and limited accordingly.
CHECKS
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44. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers as the Board of Directors may from
time to time designate.
FISCAL YEAR
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45. The 1985 fiscal year of the Corporation shall end on December
31, 1985. Commending in 18986, the fiscal year of the
Corporation shall be the calendar year.
(11)
DIVIDENDS
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46. The Board of Directors may, at any regular or special meeting,
declare dividends out of the surplus of the Corporation.
Dividends may be declared in cash, in property or in capital
stock.
47. Before payment of any dividend, there may be set aside out of
the surplus or net profits of the Corporation such sum or sums
as the Directors from time to time, in their absolute
discretion, think proper as a reserve fund to meet
contingencies or for equalizing dividends or for repairing or
maintaining any property of the Corporation, or for such other
purpose as the Directors may think conductive to the interests
of the Corporation and the Directors may abolish any such
reserve in the manner in which it was created.
NOTICES
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48. Whenever under the provisions of these Bylaws notice is
required to be given to any Director or stockholder, and such
notice is not defined, it shall not be construed to mean
personal notice but such notice may be given in writing by
mail, by depositing the same in the post office or letter box,
in a postpaid, sealed wrapper addressed to such Director or
stockholder at such address as appears on the books of the
Corporation, or, in default of other address, to such Director
or stockholder at the General Post Office in West Long Branch,
New Jersey and such notice shall be deemed to be given at the
time when the same shall be thus mailed.
49. Any notice required to be given under these Bylaws may be
waived in writing, signed by the person or persons entitled to
said notice.
AMENDMENTS
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50. The Board of Directors shall also have the power to make,
alter, amend and repeal these Bylaws.
(12)