EXHIBIT 3.2
AMENDED AND RESTATED BY-LAWS OF
TEKINSIGHT.COM, INC.
(A Delaware Corporation)
ARTICLE I.
Offices
SECTION 1. Principal Office. The principal office of the Corporation
shall be located in New York, New York.
SECTION 2. Registered Offices and Agent. The registered office of the
Corporation in the State of Delaware is 15 North Street, Dover Delaware 19901.
The registered agent shall be National Corporate Research, Ltd.
SECTION 3. Other Offices. The Corporation may also have an office or
offices other then said principal office a such place or places, either within
or without the State of Delaware, as the Board of Directors shall from time to
time determine or the business of the Corporation may require.
ARTICLE II.
Meetings of Stockholders
SECTION 1. Place of Meetings. All meetings of the stockholders or the
election of directors or for any other purpose shall be held at such place as
may he fixed from time to time by the Board of Directors, or at such other
place, either within or without the state of Delaware; as shall be designated
from time to time by the Board of Directors.
SECTION 2. Annual Meeting. The annual meeting of the stockholders of
the Corporation for election of directors and for the transaction of such other
business as may properly come before the meeting, shall be designated from time
to time by the Board of Directors.
SECTION 3. Special Meetings. Special meetings of the stockholders,
unless otherwise prescribed by statute, maybe called at any time by the Board of
Directors or the Chairman of the Board, if one shall have been elected, or the
Vice-Chairman of the Board, if one shall have been elected, or the President and
shall not be called by the stockholders of the Corporation.
SECTION 4. Notice of Meetings. Notice of the place, date and hour of
holding of each annual and special meeting of the stockholders and, unless it is
the annual meeting, the purpose or purpose, thereof, shall be given personally
or by mail in a postage prepaid envelope, not less than ten (10) nor more than
sixty (60) days before the date of such meeting, to each Shareholder entitled to
vote at such meeting, and, if mailed, it shall be directed to such shareholder
at his address as it appears on she record of stockholders, unless he shall have
filed with the Secretary of the Corporation a written request that notices to
him be mailed at some other address, in which case it shall be directed to him
at such other address. Any such notice for any meeting other then the annual
meeting shall indicate that it is being issued at the direction of the Board of
Directors, the Chairman of the Board, the Vice-Chairman of the Board, the
President or the Secretary, whichever shall have called the meeting. Notice of
any meeting of stockholders shall not be required to be given to any shareholder
who shall attend such meeting in person or by proxy and shall not, prior to the
conclusion of such meeting, protest the lack of notice thereof, or who shall,
either before or after the meeting, submit a signed waiver of notice, in person
or by proxy. Unless the Board of Directors shall fix a new record date for an
adjourned meeting, notice of such adjourned meeting need nos be given if the
time and place to which the meeting shall be adjourned were announced at the
meeting at which the adjournment is taken.
SECTION 5. Quorum. At all meetings of the stockholders the holders of a
majority of the shares of the Corporation issued and outstanding and entitled to
vote thereat shall be present in person or by proxy to constitute a quorum for
the transaction of business, except as otherwise provided by statute. In the
absence of a quorum, the holders on a majority of the shares present in person
or by proxy and entitled to vote may adjourn the meeting from time to time. At
any such adjourned meeting at which a quorum may be present any business may be
transacted which might have been transacted at the meeting as originally called.
SECTION 6. Organization. At each meeting of the stockholders, the
Chairman of the Board, ii one shall have been elected, shall act as chairman of
the meeting. In the absence of the Chairman of the Board or if one shall not
have been elected, the Vice-Chairman of the Board, or in his absence or if one
shall not have been elected, the President shall act as chairman of the meeting.
The Secretary, or in his absence or inability to act, the person whom the
chairman of the meeting shall appoint secretary of the meeting, shall act as
secretary of the meeting and keep the minutes thereof.
SECTION 7. Order of Business. The order of business at all meetings of
the stockholders shall be determined by the chairman of the meeting
SECTION 8. Voting. Except as otherwise provided by statutes or the
Certificate of Incorporation, each holder of record of shares of the corporation
having voting power shall be entitled at each meeting of the stockholders to one
vote for each share standing in his name on the record of stockholders of the
Corporation.
(a) on the date fixed pursuant to the provisions of Section 6 of
Article V of these By-Laws as the record date for the determination of
the stockholders who shall be entitled to notice of and to vote at such
meeting; or
(b) if no such record date shall have been so fixed, then at the
close of business on the day next preceding the day on which notice
thereof shall be given.
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Each shareholder entitled to vote at any meeting of the shareholders may
authorize another person or persons to act for him by a proxy signed by such
shareholder or his attorney-in-fact. Any such proxy shall be delivered to the
secretary of such meeting at or peter to the time designated in the order of
business for so delivering such proxies, except as otherwise provided by statute
or the Certificate of Incorporation or these By-Laws, any corporate action to be
taken by vote of the stockholders shall be authorized by a majority of the votes
cast at a meeting of stockholders by the holders of shares present in person or
represented by proxy and entitled to vote on such action. Unless required by
statute, or determined by the chairman of the meeting to be advisable, the vote
on any question need not be by ballot. On a vote by ballot, each ballot shall be
signed by the shareholder acting, or by his proxy, if there be such proxy, and
shall state the number of shares voted.
SECTION 9. List of Stockholders. A list of stockholders as of the
record date, certified by the Secretary of the Corporation or by the transfer
agent for the Corporation, shall be produced at any meeting of the stockholders
upon the request of any shareholder made at or prior to such meeting.
SECTION 10. Inspectors. The Board of Directors may, in advance of any
meeting of stockholders, appoint one or more inspectors to act at such meeting
or any adjournment thereof. If any of the inspectors so appointed shall fail to
appear or act on the request of any shareholder entitled to vote at such
meeting, the chairman of the meeting shall, or if inspectors shall not have been
appointed, the chairman of the meeting may, appoint one or more inspectors. Each
inspector, 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 inspector
shall determine the number of shares outstanding and the voting power of each,
the number of shares 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 tabulate all votes, ballots or consents, determine the
results and do such acts as are proper to conduct the election or vote with
fairness to all stockholders. On request of the chairman of the meeting or any
shareholder entitled to vote thereat, the inspector shall make a report in
writing of any challenge, request or matter determined by them and shall execute
a certificate of any fact found by him. No director or candidate for the office
of director shall act as an inspector of an election of directors. Inspectors
need not be stockholders.
SECTION 11. Action by consent. Whenever stockholders are required or
permitted to take any action by vote, such action may be taken without a meeting
on written consent, setting forth the action so taken signed by the holders of a
majority of the outstanding shares of the Corporation entitled to vote thereon.
ARTICLE III.
Board of Directors
SECTION 1. General Powers. The business and affairs of the Corporation
shall be managed under the direction of the Board of Directors. The Board of
Directors may exercise all such authority and powers of the Corporation and do
all such lawful act and things as are not by statute or the Certificate of
Incorporation directed or required to be exercised or done by the stockholders.
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SECTION 2. Number, Qualifications, Election and Term of Office. The
number of directors constituting the Board of Directors shall be determined by
the Board of Directors. Any decrease in the number of directors shall be
effective at the time of the next succeeding annual meeting of the stockholders
unless there shall be vacancies in the Board of Directors, in which case such
decrease may become effective at any time prior to the next succeeding annual
meeting to the extent of the number of such vacancies. All the directors shall
be at least eighteen years of age. Directors need not be stockholders. Except as
otherwise provided by statute or these By-Laws, the directors shall be elected
at the annual meeting of the stockholders. At each meeting of the stockholders
for the election of directors at which a quorum is present the persons receiving
a plurality of the votes cast at such election shall be elected. Each director
shall hold office until the next annual meeting of the stockholders and until
his successor shall have been elected and qualified, or until his death, or
until he shall have resigned, or have been removed, as hereinafter provided in
these By-Laws.
SECTION 3. Place of Meetings. Meeting of the Board of Directors shall
be held at the principal office of the Corporation in the State of Delaware or
at such other place, within or without such state, as the Board of Directors may
from time to time determine or as shall be specified in the notice of any such
meeting.
SECTION 4. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such time and place as the Board of Directors may fix. If any
day fixed for a regular meeting shall be a legal holiday at the place where the
meeting is to be held, then the meeting which would otherwise be held on that
day shall be held at the same hour on the next succeeding business day. Notice
of regular meetings of the Board of Directors need not be given except as
otherwise required by statute or these By-Laws.
SECTION 5. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman or by a majority of the directors.
SECTION 6. Notice of Meeting. Notice of each special meeting of the
Board of Directors (and of each regular meeting for which notice shall be
required) shall be given by the Secretary as hereinafter provided in this
Section 6, in which notice shall be stated the time and place of meeting. Except
as otherwise required by these By-Laws, such notice need not state the purposes
of such meeting. Notice of each such meeting shall be mailed, postage prepaid,
to each director, addressed to him at his residents or usual place of business,
by first-class mail, at least five days before the day on which such meeting is
to be held, or shall be sent addressed to him at such place by telegraph, cable,
telex, telecopier or other similar means, or be delivered to him personally or
be given to him by telephone, or ocher similar moans, at least forty-eight hours
before the time at which such meeting is co be held. Notice of any such meeting
need not be given to any director who shall, either before or after the meeting,
submit a signed waiver of notice or who shall attend such meeting without
professing, prior to or at its commencement, the lack of notice to him.
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SECTION 7. Quorum and Mannner of Acting. A majority of the entire Board
of Directors shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, and, except as otherwise expressly required
by statute or the Certificate of Incorporation or these By-Laws, the act of a
majority of the directors present at any meeting at which a quorum is present
shall be the act of the Board of Directors. In the absence of a quorum at any
meeting of the Board of Directors, a majority of the directors present thereat
may adjourn such meeting to another time and place. Notice of the time and place
of any such adjourned meeting shall be given to the directors unless such time
and place were announced at the meeting at which the adjournment was taken. At
any adjourned meeting at which a quorum is present, any business may be
transacted which might have been transacted at the meeting as originally called.
The directors shall act only as a Board and the individual directors shall have
no power as such.
SECTION 8. Organization. At each meeting of the Board of Directors, the
Chairman of the Board, if one shall have been elected, shall act as the chairman
of the meeting, or in his absence or if one shall not have been elected, the
Vice-Chairman of the Board, or in his absence, or if one shall not have been
elected, the President, if he or she is a director (or, in his absence, another
director chosen by a majority of the directors present) shall act as chairman of
the meeting and preside thereat. The Secretary (or, in his absence, any person
- -- who shall be an Assistant Secretary, if any of them shall be present at such
meeting --. appointed by the chairman) shall act as secretary of the meeting and
keep the minutes thereof.
SECTION 9. Resignations. Any director of the Corporation may resign at
any time by giving written notice of his resignation to the Board of Directors
or the Chairman of the Board or the Vice-Chairman of the Board or the President
or the Secretary. Any such resignation shall take effect at the time specified
therein or, if the time when it shall become effective shall not be specified
therein, immediately upon ins receipt. Unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
SECTION 10. Vacancies. Subject to any expressed provision of the
Certificate of Incorporation, any vacancy in the Board of Directors, whether
arising from death, resignation, removal (with or whether cause), an increase in
the number of directors or any other cause, may be filled by the vote of a
majority of the directors then in office, though less then a quorum, or by the
stockholders at the next annual meeting thereof or at a special meeting thereof.
Stockholders of the Company may not apply to request that the Delaware Court of
Chancery summarily order an election to be held to fill vacancies in the Board
of Directors. Each director so elected shall hold office until the next meeting
of the stockholders in which the election of directors is in the regular order
of business and until his successor shall have been elected and qualified.
SECTION 11. Removal of Directors. Except as otherwise provided by
statute, any director may be removed, either with or without cause, at any time,
by the stockholders at a special meeting thereof. Except as otherwise provided
by statute, any director may be removed for cause by the Board of Directors at a
special meeting thereof.
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SECTION 12. Compensation. The Board of Directors shall have authority
to fix the compensation, including fees and reimbursement of expenses, of
directors for services to the Corporation in any capacity.
SECTION 13. Committees. The Board of Directors may, by resolution
passed by a majority of the entire Board of Directors, designate one or more
committees, including an executive committee, each committee to consist of two
or more of the directors of the Corporation. The Board of Directors may
designate one or more directors of the Corporation. The Board of Directors may
designate one or more directors as alternate members of any committee, who may
replace any absent member at any meeting of the committee. Except to the extent
restricted by statute or the Certificate of Incorporation, each such committee,
to the extent provided in the resolution creating it, shall have and may
exercise all the authority of the Board of Directors. Each such committee shall
serve at the pleasure of the Board of Directors and have such name as may be
determined from time to time by resolution adopted by the Board of Directors.
Each committee shall keep regular minutes of its meetings and report the same to
the Board of Directors.
SECTION 14. Action by Consent. Unless restricted by the Certificate of
Incorporation, any action required or permitted to be taken by the Board of
Directors or any committee thereof may participate in a meeting of the Board of
Directors or any committee thereof may be taken without a meeting if all members
of the Board of Directors or such committee consent in writing to the adoption
of a resolution authorizing the action. The resolution and the written consents
thereto by the members of the Board of Directors or such committee shall be
filed with the minutes of the proceedings of the Board of Directors or such
committee.
SECTION 15. Telephonic Meeting. Unless restricted by the Certificate of
Incorporation or by statute, any one or more members of the Board of Directors
any committee thereof may participate in a meeting of the Board of Directors or
such committee by means of a conference telephone or similar communications
equipment allowing all persons participating in the meeting to hear each ocher
an the same time. Participation by such means shall constitute presence in
person at a meeting.
ARTICLE IV.
Officers
SECTION 1. Number and Qualifications. The officers of the Corporation
shall be elected by the Board of Directors and shall include the Chairman of the
Board, elected from among the directors, and shall include a President and a
Secretary, who need not be directors. If the Board of Directors wishes, it may
also elect such other officers of the Corporation, including Vice-Chairman of
the Board (including a chief operating officer, a chief financial officer, a
chief technology officer, one or more Vice Presidents, a Treasurer, one or more
Assistant Treasurers and one or more Assistant Secretaries), as may be necessary
or desirable for the business of the Corporation. Any two or more offices may be
held by the same person. Each officer shall hold office until the first meeting
of the Board of Directors following the next annual meeting of stockholders, and
until his successor shall have been elected and shall have qualified, or until
his death, or until he shall have resigned or have been removed, as hereinafter
provided in these By-Laws.
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SECTION 2. Resignations. Any officer of the Corporation may resign at
any time by giving written notice of his resignation to the Board of Directors
or the Chairman the Board or the Vice-Chairman of the Board, if one shall be
elected, or the President or the Secretary. Any such resignation shall take
effect at the time specified therein or, if the time when it shall become
effective shall not be specified therein, immediately upon its receipt. Unless
otherwise specified therein, the acceptance of any such resignation shall not be
necessary to make it effective.
SECTION 3. Removal. Any officer of the Corporation may be removed,
either with or without cause, at any time, by the Board of Directors at any
meeting thereof.
SECTION 4. Chairman of the Board. The Chairman of the Board shall be an
officer of the Corporation and shall be a member of the Board and, if present,
shall preside at each meeting of the Board of Directors or the stockholders. He
shall perform all duties incident to the office of Chairman, and shall perform
such other duties as may from time to time be assigned to him by the Board of
Directors.
SECTION 5. Vice-Chairman of the Board. The Vice-Chairman of the Board,
if one shall have been elected, shall be a member of the Board, an officer of
the Corporation and, if present, shall preside at each meeting of the Board of
Directors if no Chairman of the Board has been elected or if the Chairman of the
Board is absent, or is unable or refuses to act. He shall advise and counsel the
Chairman of the Board, and in the Chairman's absence, the President, and, in the
President's absence, other executives of the corporation, and shall perform such
ocher duties as may from time to time be assignee to him by the Board of
Directors.
SECTION 6. President. The President shall be the chief executive
officer of the Corporation and shall have general and active control of its
affairs and business and general supervision of its officers, agents and
employees. He shall, in the absence of the Chairman of the Board and the
Vice-Chairman of the Board or if neither has been elected, preside at each
meeting of the Board of Directors (if he/she is a director) or the stockholders.
He shall perform all duties incident to the office of the Chief Executive
Officer and President and chief executive officer and such other duties as may
from time to time be assigned to him by the Board of Directors.
SECTION 7. Chief Operating Officer. The Chief Operating Officer shall
perform all duties incident to the office of chief operating officer and such
other duties as may from time to time be assigned to him/her by the Board of
Directors.
SECTION 8. Chief Financial Officer. The Chief Operating Officer shall
perform all duties incident to the office of chief financial officer and such
other duties as may from time to time be assigned to him/her by the Board of
Directors.
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SECTION 9. Chief Technology Officer. The Chief Technology Officer shall
perform all duties incident to the office of chief technology officer and such
other duties as may from time to time be assigned to him/her by the Board of
Directors.
SECTION 10. Vice President. Each Vice-President shall perform all such
duties as from time to time may be assigned to him by the Board of Directors or
the President. At the request of the President, or in his absence or in the
event of his inability or refusal to act, the Vice-President, or if there shall
be more that one, the Vice-Presidents in the order determined by the Board of
Directors (or if there be no such determination, then the Vice-Presidents in the
order of their election), shall perform the duties of the President, and, when
so called, shall have the power of and be subject to the restrictions placed
upon the President in respect of the performance of such duties.
SECTION 11. Treasurer. The Treasurer shall
(a) have charge and custody of, and be responsible for, all the
funds and securities of the Corporation;
(b) keep full and accurate accounts of receipts and disbursements
in books belonging to the Corporation;
(c) deposit all moneys and other valuables to the credit of the
Corporation in such depositaries as may he designated by the Board of
Directors or pursuant to its direction;
(d) receive, and give receipts for, moneys due and payable to the
Corporation from any source whatsoever;
(e) disburse the funds of the Corporation and supervise the
investments of its funds, taking proper vouchers therefor;
(f) render to the Board of Directors, whenever the Board of
Directors may require, an account of the financial condition of the
Corporation; and
(g) in general, perform all duties incident to the office of the
Treasurer and such other duties as from time to time may be assigned co
him by the Board of Directors.
SECTION 12. Secretary. The Secretary shall
(a) keep or cause to be kept in one or more books provided for
the purpose, the minutes of all meetings of the Board of Directors, the
committees of the Board of Directors and the stockholders;
(b) see that all notices are duly given in accordance with the
provisions of these By-Laws and as required by law;
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(c) be custodian of the records of the corporation and affix and
attest the seal to all certificates for shares of the Corporation
(unless the seal of the Corporation on such certificates shall be a
facsimile, as hereinafter provided) and affix and attest the seal to
all other documents to be executed on behalf of the Corporation under
its seal;
(d) see that the books, reports, statements, certificates and
other documents and records required by law to be kept and filed are
properly kept and filed; and
(e) in general, perform all duties incident to the office of the
secretary and such other duties as from time to time may be assigned to
him by the Board of Directors.
SECTION 13. The Assistant Treasurer. The Assistant Treasurer, or if
there shall be more than one, the Assistant Treasurers 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 Treasurer or in the event
of his inability or refusal to act, perform the duties and exercise she powers
of the Treasurer and shall perform such other duties as from time to time may be
assigned by the Board of Directors.
SECTION 14. The Assistant Secretary. The Assistant Secretary, or if
there be more than 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 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 as from time to time may be
assigned by the Board of Directors.
SECTION 15. Officers' Bonds or Other Security Assistant. If required by
the Board of Directors, any officer of the Corporation shall give a bond or
other security for the faithful performance of his duties, in such amount and
with such surety or sureties as the Board of Directors may require.
SECTION 16. Compensation. The compensation of the officers of the
Corporation for their services as such officers shall be fixed from time to time
by the Board of Directors. An officer of the Corporation shall not be prevented
from receiving compensation by reason of the fact that he is also a director of
the corporation.
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ARTICLE V.
Shares, etc.
SECTION 1. Share Certificates. Each owner of shares of the Corporation
shall be entitled to have a certificate, in such form as shall be approved by
the Board of Directors, certifying the number of shares of the Corporation owned
by him. The certificates representing shares shall be signed in the name of the
Corporation by the Chairman of the Board or the Vice-Chairman of the Board or
the President or a Vice-President and by the Secretary, an Assistant Secretary,
the Treasurer or an Assistant Treasurer, and sealed with the seal of the
Corporation (which seal may be a facsimile, engraved or printed); provided,
however, that where any such certificate is countersigned by a transfer agent,
or is registered by a registrar (other than the Corporation or one of its
employees), the signatures of the Chairman of the Board, Vice-Chairman of the
Board, President, Vice-President, Secretary, Assistant Secretary, Treasurer or
Assistant Treasurer upon such certificates may be facsimiles, engraved or
printed. In case any officer who shall have signed any such certificate shall
have ceased to be such officer before such certificate shall be issued, it may
nevertheless be issued by the Corporation with the same effect as if such
officer were still in office at the date of their issue. When the Corporation is
authorized to issue shares of more than one class, there shall be set forth upon
the face or back of the certificate, (or the certificate shall have a statement
that the Corporation will furnish to any shareholder upon request and without
charge) a full statement of the designation, relative rights, preferences, and
limitations of the shares of each separate class, or of the different shares
within each class, authorized to be issued and, if the Corporation is authorized
to issue any class of preferred shares in series, the designation, relative
rights, preferences and limitations of each such series so far as the same have
been fixed and the authority of the Board of Directors to designate and fix the
relative rights, preferences and limitations of other series.
SECTION 2. Books of Account and Record of Stockholders
There shall be kept correct and complete books and records of account
of all the business and transactions of the Corporation. There shall also kept,
at the office of the Corporation, or at the office of its transfer agent, a
record containing the names and addresses of all stockholders of the
Corporation, the number of shares held by each, and the dates when they became
the holders of record thereof.
SECTION 3. Transfer of Shares
Transfers of shares of the Corporation shall be made on the records of
the Corporation only upon authorization by the registered holder thereof, or by
his attorney thereunto authorized by power of attorney duly executed and filed
with the Secretary or with a transfer agent, and on surrender of the certificate
or certificates for such shares properly endorsed or accompanied by a duly
executed stock transfer power and the payment of all taxes thereon. The person
in whose name shares shall stand on the record of stockholders of the
Corporation shall be deemed the owner thereof for all purposes as regards the
Corporation. Whenever any transfer of shares shall be made for collateral
security and not absolutely and written notice thereof shall be given to the
Secretary or to a transfer agent, such fact shall be noted on the records of the
Corporation.
SECTION 4. Transfer Agents and Registrars. The Board of Directors may
appoint, or authorize any officer or officers to appoint, one or more transfer
agents and one or more registrars and may require all certificates for shares of
stock to bear the signature of any of them.
SECTION 5. Regulations. The Board of Directors may make such additional
rules and regulations, not inconsistent with these By-Laws, as it may deem
expedient concerning the issue, transfer and registration of certificates for
shares of the Corporation.
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SECTION 6. Fixing of Record Date. The Board of Directors may fix, in
advance, a date not more than fifty (50) nor less than ten (10) days before the
date when fixed for the holding of any meeting of the stockholders or before the
last day on which the consent or dissent of the stockholders may be effectively
expressed for any purpose whether a meeting, as the time as of which the
stockholders entitled to notice of and to vote at such meeting or whose consent
or dissent is required or may be expressed for any purpose, as the case may be,
shall be determined, and all persons who were stockholders of record of voting
shares at such time and no others, shall be entitled to notice of and to vote at
such meeting or to express their consent or dissent, as the case may be. The
Board of Directors may fix, in advance, a date not more than fifty nor less than
ten days preceding the date fixed for the payment of any dividend or the making
of any distribution or the allotment of rights to subscribe for securities of
the Corporation, or for the delivery of evidence of rights or evidences of
interests arising out of any change, conversion or exchange of shares or other
securities, as the record date for the determination of the stockholders
entitled to receive any such dividend, distribution, allotment, rights or
interests, and in such case only the stockholders of record at the time so fixed
shall be entitled to receive such dividend, distribution, allotment, rights or
interests.
SECTION 7. Lost, Destroyed or Mutilated Certificates. The holder of any
certificate representing shares of the Corporation shall immediately notify the
Corporation of any loss, destruction or mutilation of such certificate, and the
Corporation may issue a new certificate in the place of any certificate
theretofore issued by it which the owner thereof shall allege to have been lost
or destroyed or which shall have been mutilated. The Board of Directors may, in
its discretion, require such owner or his legal representatives to give to the
Corporation a bond in such sum, limited or unlimited, and in such form and with
such surety to sureties as the Board of Directors in its absolute discretion
shall determine, to indemnify the corporation against any claim that may be made
against it on account of the alleged loss or destruction of any such
certificate, or the issuance of such new certificate.
ARTICLE VI.
Indemnification
Except as may otherwise be specifically provided in the Certificate of
Incorporation, no provision of the Certificate of Incorporation is intended by
the Corporation to be construed as limiting, prohibiting, denying or abrogating
any of the general or specific powers or rights conferred under the Delaware
General Corporation Law upon the Corporation, upon its stockholders, bondholders
and security holders, and upon its directors, officers and other corporate
personnel, including, in particular, the power of the Corporation to furnish
indemnification to directors and officers in the capacities defined and
prescribed by the Delaware General Corporation Law and the defined and
prescribed rights of said persons to indemnification as the same are conferred
under the Delaware General Corporate Law. The Corporation shall, to the fullest
extent permitted by the laws of the State of Delaware, including, but not
limited to Section 145 of the Delaware General Corporation Law, as the case may
be amended and supplemented, indemnify any and all persons whom it shall have
power to indemnify under said Section or otherwise under Delaware law from and
against any and all of the expenses, liabilities or other matters referred to or
covered by said Section. The indemnification provisions contained in the
Delaware General Corporation Law shall not be deemed exclusive of any other
rights to which these indemnified may be entitled under any By-Law, agreement,
resolution of stockholders or disinterested directors, or otherwise, and shall
continue as to a person who has ceased to be a director, officer, employee or
agent, both as to action in his official capacity and as to action in another
capacity while holding such office, and shall inure to the benefit of the heirs,
executors and administrators of such person.
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ARTICLE VII.
General Provisions
SECTION 1. Dividends. Subject to the statute or and the Certificate of
Incorporation, dividends upon the shares of the Corporation 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 Corporation, unless otherwise provided
by statute or the Certificate of Incorporation.
SECTION 2. Reserves. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the Board of Directors may, from time to time, in its 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 purpose as the Board of Directors may think
conducive to the interests of the Corporation. The Board of Directors may modify
or abolish any such reserves in the manner in which it was created.
SECTION 3. Fiscal Year. The fiscal year of the Corporation shall be
fixed, and once fixed, may thereafter be changed, by resolution of the
Directors.
SECTION 4. Checks, Notes, Drafts Etc.. All checks, notes, drafts or
other orders for the payment of money of the Corporation shall be signed,
endorsed or accepted in the name of the Corporation by such officer, officers,
person or persons as from time to time may be designated by the Board of
Directors or by an officer or officers authorized by the Board of Directors to
make such designation.
SECTION 5. Execution of Contracts, Deeds, Etc.. The Board of Directors
may authorize any officer or officers, agent or agents, in the name and on
behalf of the Corporation to enter into or execute and deliver any and all
deeds, bonds, mortgages, contracts and other obligations or instruments, and
such authority may be general or confined to specific instances.
SECTION 6. Voting of Stocks in Other Corporations. Unless otherwise
provided by the resolution of the Board of Directors, the Chairman of the Board,
the Vice-Chairman of the Board, the President or any Vice-President, from time
to time may (or may appoint one or more attorneys or agents to) cast the vote
which the Corporation may be entitled to cast as a shareholder or otherwise in
any other corporation, any of whose shares or securities may be held by the
Corporation, at meetings of the holders of the shares or other securities of
such other corporations, or to consent in writing to any action by any such
other corporation. In the event one or more attorneys or agents are appointed,
the Chairman of the Board, the Vice-Chairman of the Board, the President or any
Vice-President may instruct the person or persons so appointed as to the manner
of casting such votes or giving such consent. The Chairman of the Board, the
Vice-Chairman of the Board, the President or any Vice-President may, or may
instruct the attorneys or agents appointed to, execute or cause to be executed
in the name and on behalf of the Corporation and under its seal or otherwise,
such written proxies, consents, waivers or other instruments as may be necessary
or proper in the premises.
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ARTICLE VIII.
Force and Effect of By-Laws
These By-Laws ars subject to the provisions of the Delaware General
Corporation Law and the Corporation's Certificate of Incorporation, as it may be
amended from time to time. If any provision in these By-Laws is inconsistent
with a provision in that Act or the Certificate of Incorporation, the provision
of that Act or the certificate of incorporation shall govern. Wherever in these
By-Laws references are made to more than one incorporator, director, or
shareholder, they shall, if this is a sole incorporator, director, shareholder
corporation, be construed to mean the solitary person; an all provision dealing
with the quantum of majorities or quorums shall be deemed to mean the action by
the one person constituting the Corporation.
ARTICLE IX.
Amendments
These By-Laws may be amended or repealed or new By-Laws may be adopted
at an annual or special meeting of stockholders at which a quorum is present or
represented, by the vote of the holders of shares entitled to vote thereon;
provided that notice of the proposed amendment or repeal or adoption of new
By-Laws is contained in the notice of such meeting. These By-Laws may also be
amended or repealed or new By-Laws may be adopted by the Board of Directors.
By-Laws adopted by the Board of Directors may be amended or repealed by the
stockholders.
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