EXHIBIT 3.09
BYLAWS
OF
INTERSIL - CHOICE MICROSYSTEMS, Inc.
ARTICLE I
OFFICES
Section 1. Registered Office - The registered office of this corporation
is 6800 College Boulevard, Suite 610, Overland Park, Johnson County, Kansas
66211.
Section 2. Other Offices - The corporation may also have offices at such
other places both within and without the State of Kansas as the board of
directors may from time to time determine or the business of the corporation may
require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. In General - All meetings of the stockholders for the election
of directors shall be held at the registered office of the corporation or at
such other place either within or without the State of Kansas as shall be
designated from time to time by the board of directors and stated in the notice
of the meeting. Meetings of stockholders for any other purpose may be held at
such time and place, within or without the State of Kansas, as shall be stated
in the notice of the meeting or in a duly executed consent of all shareholders
entitled to a vote at such meeting.
Section 2. Annual Meetings - Annual meetings of stockholders shall be held
at such date and time as shall be designated from time to time by the board of
directors and stated in the notice of meeting, at which directors shall be
elected and they shall transact such other business as may properly be brought
before the meeting.
Section 3. Notice of Annual Meeting - Written notice of the annual meeting
stating the place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting not less than ten nor more than
sixty days before the date of the meeting.
Section 4. Stock Ledger - The officer who has charge of the stock ledger
of the corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.
Section 5. Special Meetings - Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
articles of incorporation, may be called by the chairman of the board of
directors and shall be called by the chairman or secretary at the request in
writing of a majority of the board of directors, or at the request in writing of
stockholders owning ten percent (10%) or more of the capital stock of the
corporation issued and outstanding and entitled to vote. Such request shall
state the purpose or purposes of the proposed meeting.
Section 6. Notice of Special Meetings - Written notice of a special
meeting, stating the place, date and hour of the meeting and the purpose or
purposes for which the meeting is called, shall be given not less than ten nor
more than sixty days before the date of the meeting to each stockholder entitled
to vote at such meeting.
Section 7. Business at Special Meetings - Business transacted at any
special meeting of stockholders shall be limited to the purposes stated in the
notice.
Section 8. Record Date - In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or 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, in advance, a record date
which shall not be more than sixty nor less than ten days before the date of
such meeting nor more than sixty days prior to any other action. 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 directors may fix a new record date for the adjourned meeting.
Section 9. Quorum and Adjournments - The holders of a majority of the
stock issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided by
statute or by the articles of incorporation. If, however, such quorum shall not
be present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally noticed. If the adjournment is for more than thirty days or if, after
the adjournment, a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record entitled
to vote at the meeting.
Section 10. Votes Required - When a quorum is present at any meeting, the
vote of the holders of a majority of the stock having voting power present in
person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which, by express provision of statute
of the articles of incorporation or of these bylaws, a different vote is
-2-
required, in which case such express provision shall govern and control the
decision of such question.
Section 11. Voting Power - Each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of the
capital stock having voting power held by such stockholder.
Section 12. Registered Stockholders - The corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends and to vote as such owner, 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 statute.
Section 13. Consent Action - Any action required to be taken at any annual
or special meeting of stockholders, or any action which may be taken at any
annual or special meeting of 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 all the holders of
outstanding stock entitled to vote thereon.
Section 14. Organization of Stockholders Meetings - At all meetings of the
stockholders the chairman of the board shall act as chairman, and in his absence
any person appointed by the chairman of the board shall act as chairman, and the
secretary, or in his absence any person appointed by the chairman, shall act as
secretary.
ARTICLE III
DIRECTORS
Section 1. Powers - The business, and affairs of the corporation shall be
managed by its board of directors, which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or by
the articles of incorporation or by these bylaws directed or required to be
exercised or done by the stockholders.
Section 2. Number and Election - The board of directors of the corporation
shall consist of not less than one and nor more than seven directors as
determined by the stockholders at each annual meeting of stockholders, except
that in the absence of any such designation, such number shall be the number
last fixed by the stockholders. Each director shall hold office for the term for
which he is elected and until his successor is elected and qualified, or until
his earlier death, disqualification, resignation or removal, with or without
cause.
Section 3. Vacancies - If the office of any director becomes vacant by
reason of death, resignation, disqualification, removal or other cause, any
successor shall be elected by the stockholders, which successor shall serve for
the unexpired term and until his successor is elected and qualified.
-3-
Section 4. Place of Meeting - The board of directors of the corporation
may hold meetings either within or without the State of Kansas.
Section 5. First Meeting - The first meeting of each newly elected board
of directors shall be held on the day of the annual meeting of the stockholders
immediately after the adjournment thereof, at the place where said stockholders
meeting is held, or at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting, and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event such meeting is not so
held, the meeting may be held at such time and place as shall be specified in a
notice given as hereinafter provided for special meetings of the board of
directors, or as shall be specified in a written waiver signed by all of the
directors. In addition to such other business as may be conducted at the first
meeting, the board shall elect a chairman from among its members.
Section 6. Special Meetings - Special meetings of the board may be called
by the chairman on forty-eight hours' notice to each director, either personally
or by mail, fax or by telegram; special meetings shall be called by the
president or secretary in like manner and on like notice on the written request
of two directors. The Chairman of the Board shall be the Chief Executive Officer
of the Corporation if a Chief Executive Officer is not elected by the Board of
Directors.
Section 7. Waiver of Notice - Notice of any meeting of the board of
directors may be waived by any director either before, at, or after such meeting
orally or in a writing signed by such director. A director, by his attendance at
any meeting of the board of directors, shall be deemed to have waived notice of
such meeting, except where the director objects at the beginning of the meeting
to the transaction of business because the meeting is not lawfully called or
convened and does not participate thereafter in the meeting.
Section 8. Quorum, Action by the Board and Adjournments - At all meetings
of the board the presence in person of a majority of all directors then in
office shall be necessary to constitute a quorum. 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, except as may be otherwise specifically provided by
statute, the articles of incorporation or these bylaws. If a quorum shall not be
present at any meeting of the board of directors, the directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
Section 9. Consent Action - Unless otherwise restricted by the articles of
incorporation or these bylaws, any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting if all members of the board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the board or committee.
Section 10. Committees - The board of directors may, by resolution passed
by a majority of the whole board, designate one or more committees, each
committee to consist of
-4-
one or more of the directors of the corporation. The Board may designate one or
more directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of the committee. Any such committee, to
the extent provided in the resolution of the board of directors, shall have and
may exercise all the powers and authority of the board of directors in the
management of the business and affairs of the corporation; but no such committee
shall have the power or authority in reference to amending the certificate of
incorporation, adopting an agreement of merger or consolidation, recommending to
the stockholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets, recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, or amending the
bylaws of the corporation; and, unless the resolution expressly so provides, no
such committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock. In the absence or disqualification of any
member of such committee or committees, 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 the place of any such absent or disqualified
member. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the board of directors.
Section 11. Minutes and Reports of Committees - Each committee shall keep
regular minutes of its meetings which shall be reported to and made part of the
minutes of the board of directors.
Section 12. Electronic Meetings - Members of the board of directors, or
any committee designated by the 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, and participation in such a meeting as aforesaid shall constitute
presence in person at the meeting.
Section 13. Removal - Any and all of the directors may be removed from
office at any time, with or without cause, by the affirmative vote of the
stockholders holding a majority of the shares entitled to vote at an election of
directors except, as otherwise provided by K.S.A. 17-6301(k), as amended.
Section 14. Resignations - Any director of the corporation may resign at
any time by giving written notice to the secretary of the corporation. Such
resignation shall take effect at the date of the receipt of such notice, or at
any later time specified therein, and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
Section 15. Compensation of Directors - By resolution of the board of
directors, each director may be paid his expenses, if any, of attendance at each
meeting of the board of directors and may be paid a stated amount as director or
a fixed sum for attendance at each meeting of the board of directors, or both.
No such payment shall preclude a director from serving the corporation in any
other capacity and receiving compensation therefor. Members of committees may be
allowed, pursuant to resolution by the board of directors, like compensation for
attending committee meetings.
-5-
ARTICLE IV
NOTICES
Section 1. In General - Except as otherwise provided herein, whenever,
under the provisions of the statutes of the articles of incorporation or of
these bylaws, notice is required to be given to any director or stockholder, it
shall not be construed to mean personal notice, but such notice may be given in
writing, by mail, addressed to such director or stockholder at his address as it
appears on the records of the corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Notice to directors may also be given by
telegram or fax.
Section 2. Waiver - Except as may be otherwise provided by these bylaws,
whenever any notice is required to be given under the provisions of the statutes
or of the articles of incorporation or of these bylaws, a waiver thereof in
writing signed by the person or persons entitled to said notice, whether before
or after the time stated therein, shall be deemed equivalent thereto.
ARTICLE V
OFFICERS
Section 1. Officers Required or Permitted - The officers of the
corporation shall be elected by the board of directors at its first meeting
after each annual meeting of stockholders and shall consist of a chairman of the
board, a chief executive officer, a president, a secretary and a treasurer. The
board of directors may also elect one or more vice-presidents otherwise
designated, one or more assistant secretaries and assistant treasurers and it
may elect or appoint such other officers and agents as it shall deem necessary.
Any number of offices may be held by the same person, unless the articles of
incorporation or these bylaws otherwise provide.
Section 2. Tenure, Removal or Vacancy - Each officer of the corporation
shall hold office until his successor is elected and has qualified, or until his
earlier death, disqualification, resignation or removal. Any officer may be
removed at any time by the board of directors with or without cause. Such
removal, however, shall be without prejudice to the contract rights of the
person so removed. Any vacancy occurring in any office of the corporation shall
be filled by the board of directors. Any officer may resign at any time upon
written notice to the corporation.
Section 3. Salaries - The salaries of all officers of the corporation
shall be determined by the board of directors.
Section 4. The Chairman of the Board - The chairman of the board, shall
preside at all meetings of the stockholders and directors. He shall execute and
deliver, in the name of the corporation, any deeds, mortgages, bonds, contracts
or other instruments pertaining to the business of the corporation unless the
authority to execute and deliver is required by law to be exercised by another
person or is expressly delegated by the articles or bylaws or by the board of
directors to some other officer or agent of the corporation, and shall have such
other duties as may be prescribed, from time to time, by the board of directors.
-6-
Section 5. President - In the absence of the chairman of the board, the
president shall preside at all meetings of the shareholders and directors and
shall have such other duties as may be prescribed, from time to time, by the
board of directors or chairman of the board.
Section 6. Chief Executive Officer - The chief executive officer shall
have general active management of the business of the corporation. He may
execute and deliver, in the name of the corporation, any contracts or other
instruments pertaining to the business of the corporation unless the authority
to execute and deliver is required by law to be exercised by another person or
is expressly delegated by the articles or bylaws or by the board of directors to
some other officer or agent of the corporation, provided however, with respect
to the purchase of goods and services, except salaries of the corporation's
regular employees, the corporation's liability by reason thereof does not exceed
$25,000 per transaction, and is necessary for the normal operation of the
corporation. He shall in general, perform all duties usually incident to the
office of the chief executive officer and shall have such other duties as may,
from time to time be prescribed by the chairman of the board or board of
directors. The chairman of the board shall be the chief executive officer of the
corporation if a chief executive officer is not elected by the board of
directors.
Section 7. Vice President - Each vice president shall have such powers and
shall perform such duties as may be specified in the bylaws or prescribed by the
board of directors, chairman of the board, or chief executive officer. In the
event of the absence or disability of the chief executive officer, the
president, or in his absence or disability, a vice president designated by the
chairman of the board or chief executive officer, shall succeed to the power and
duties of the chief executive officer.
Section 8. Secretary - The secretary shall be secretary of and attend all
meetings of the shareholders and board of directors and shall record all
proceedings of such meetings in the minute book of the corporation. He shall
give proper notice of meetings of shareholders and directors. He shall maintain
records of and, whenever necessary, certify all proceedings of the board of
directors and the shareholders. He shall perform such other duties as may, from
time to time, be prescribed by the board of directors and chairman of the board.
Section 9. Assistant Secretary - The assistant secretary, if any, or if
there be more than one (1), the assistant secretaries in the order determined by
the chairman of the board or secretary shall in the absence or disability of the
secretary, perform the duties and exercise the powers of the secretary and shall
perform such other duties and have such other powers as the board of directors,
chairman of the board, or secretary, may from time to time prescribe.
Section 10. Treasurer - The treasurer shall be the chief financial officer
and shall keep accurate financial records for the corporation. He shall deposit
all moneys, drafts and checks in the name of, and to the credit of, the
corporation in such banks and depositories as the board of directors shall, from
time to time, designate. he shall have power to endorse, for deposit, all notes,
checks and drafts received by the corporation. He shall disburse the funds of
the corporation, as ordered by the board of directors, making proper vouchers
therefor. He shall render to the chairman of the board, vice chairman of the
board, president, chief executive officer
-7-
and the directors, whenever requested, an account of all his transactions as
treasurer and of the financial condition of the corporation, and shall perform
such other duties as may, from time to time, be prescribed by the board of
directors, chairman of the board, or chief executive officer.
Section 11. Assistant Treasurer - The assistant treasurer, if any, or if
there shall be more than one, the assistant treasurer in the order determined by
the chairman of the board, treasurer or chief executive officer shall, in the
absence or disability of the treasurer, perform the duties and have such powers
as the chairman of the board, treasurer or chief executive officer may from time
to time prescribe.
ARTICLE VI
CERTIFICATES OF STOCK
Section 1. Certificates - Every holder of stock in the corporation shall
be entitled to have a certificate, signed by or in the name of the corporation
by the chairman of the board of directors or the president or vice-president and
the treasurer or an assistant treasurer or the secretary or an assistant
secretary of the corporation, certifying the number of shares owned by him in
the corporation.
Section 2. Issuance of Shares - The board of directors is authorized to
cause to be issued shares of the corporation up to the full amount authorized by
the articles of incorporation in such amounts as may be determined by the board
of directors and as may be permitted by law. No shares shall be allotted except
in consideration of cash or other property, tangible or intangible, received or
to be received by the corporation under a written agreement, of services
rendered or to be rendered to the corporation under a written agreement, or of
an amount transferred from surplus to stated capital upon a share dividend. At
the time of such allotment of shares, the board of directors making such
allotments shall state, by resolution, their determination of the fair value to
the corporation in monetary terms of any consideration other than cash for which
shares are allotted.
Section 3. Facsimile Signatures - Where a certificate is countersigned (1)
by a transfer agent other than the corporation or its employee, or (2) by a
registrar other than the corporation or its employee, any other signature on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.
Section 4. New Certificates - The board of directors 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 lost,
stolen or destroyed upon the making of an affidavit of that fact by the person
claiming the certificate or stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the board of
directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in
-8-
such manner as it shall require and/or give the corporation a bond in such sum
as it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost, stolen or
destroyed.
Section 5. Transfer - Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, 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. Transfers of fractional shares shall not be made nor
shall certificates for fractional shares be issued.
Section 6. Share Register - The board of directors of the corporation
shall cause to be kept at its principal executive office, or at another place or
places within the United States determined by the board:
(1) a share register containing the names and addresses of the
shareholders and the number and classes of shares held by each
shareholder; and
(2) a record of the dates on which certificates or transaction
statements representing shares were issued.
ARTICLE VII
LOANS, GUARANTEES, SURETYSHIP
Section 1. The corporation may lend money to, guarantee an obligation of,
become a surety for, or otherwise financially assist a person if the
transaction, or a class of transactions to which the transaction belongs, is
approved by the affirmative vote of a majority of the directors present and:
(1) is in the usual and regular course of business of the
corporation;
(2) is with, or for the benefit of, a related corporation, an
organization in which the corporation has a financial interest, an
organization with which the corporation has a business relationship, or an
organization to which the corporation has the power to make donations;
(3) is with, or for the benefit of, an officer or other employee of
the corporation or a subsidiary, including an officer or employee who is a
director of the corporation or a subsidiary, and may reasonably be
expected, in the judgment of the board, to benefit the corporation; or
(4) has been approved by the affirmative vote of the holders of
two-thirds of the outstanding shares.
-9-
The loan, guarantee, surety contract or other financial assistance may be with
or without interest, and may be unsecured, or may be secured in the manner a
majority of the directors approve, including, without limitation, a pledge of or
other security interest in shares of the corporation. Nothing in this section
shall be deemed to deny, limit, or restrict the powers of guaranty or warranty
of the corporation at common law or under Kansas law.
ARTICLE VIII
GENERAL PROVISIONS
Section 1. Manner of Amendment - These bylaws may be altered, amended or
repealed or new bylaws may be adopted by the stockholders or by the board of
directors at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or adoption of new
bylaws be contained in the notice of such special meeting.
Section 2. Dividends - Dividends upon the capital stock of the
corporation, subject to the provisions of the article of incorporation, if any,
may be declared by the board of directors at any regular or special meeting.
Dividends may be paid in cash, in property or in shares of the capital stock,
subject to the provisions of the articles of incorporation.
Section 3. Record Date - Subject to any provisions of the articles of
incorporation, and Kansas statutes, the board of directors may fix a date not
exceeding 60 days preceding the date fixed for the payment of any dividend
(which date may not be earlier than the date of the action fixing the record
date) as of the record date for the determination of the stockholders entitled
to receive payment of the dividend and, in such case, only shareholders of
record on the date so fixed shall be entitled to receive payment of such
dividend notwithstanding any transfer of shares on the books of the corporation
after the record date. The board of directors may close the books of the
corporation against the transfer of shares during the whole or any part of such
period.
Section 4. Annual Statement - The board of directors shall present at any
regular or special meeting of the shareholders when called for by one vote of
the shareholders, a full and clear statement of the business condition of the
corporation.
Section 5. Checks - All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.
Section 6. Fiscal year - The fiscal year of the corporation shall be July
1 through June 30 unless a different period is fixed by resolution of the board
of directors.
Section 7. Seal - The corporation shall have no corporate seal.
Section 8. Voting of Stock of Other Corporation - The stock of any other
corporation owned by this corporation, the membership of any other corporation
or the voting rights of this
-10-
corporation in any partnership or limited liability corporation may be voted at
any meeting of the stockholders, members or partners, as the case may be, of
such other entity by such proxy as the board of directors of this corporation
may appoint or, if no such appointment be made, by the chairman of the board.
Section 9. Indemnification of Directors and Officers - The corporation
shall indemnify and may, in the discretion on the board of directors advance
expenses and insure directors, officers, agents and employees in the manner and
to the full extent provided by law.
Section 10. Meanings of Pronouns; Singular and Plural Words- All pronouns
used in this Agreement shall be deemed to refer to the masculine, feminine,
neuter, singular and plural, as the identity of the person to which or to whom
reference is made may require. Unless the context in which it is used shall
clearly indicate to the contrary, words used in the singular shall include the
plural, and words used in the plural shall include the singular.
Section 11. Construction - These bylaws are governed by and shall be
construed in accordance with the laws of Kansas. In the event any provision of
these bylaws shall be inconsistent with the laws of Kansas in effect as of the
date of adoption of these bylaws or hereafter enacted said laws shall supersede
such provisions of the bylaws.
-11-