Exhibit 3 - Amended and Restated By-Laws (as of April 9, 2001)
BASE TEN SYSTEMS, INC.
BY-LAWS
ARTICLE I - OFFICERS
Section 1. The Corporation shall maintain its principal office
at One Electronics Drive, Trenton. New Jersey. The Corporation may also, have
offices in such other places, in the United States or elsewhere, as the Board of
Directors may, from time to time, appoint or as the business of the Corporation
may require.
ARTICLE II - SEAL
Section 1. The seal of the Corporation shall be circular in
form and shall have the name of the Corporation on the circumference and the
words and numerals "Incorporated New Jersey 1966" in the center.
ARTICLE III - MEETING OF STOCKHOLDERS
Section 1. Meetings of the stockholders of the Corporation
shall be held at the principal office of the Corporation in the State of New
Jersey, or at such other place within or without the State of New Jersey as may,
from time to time be designated by its Board of Directors. (As amended March 15,
1994.)
Section 2. The Annual Meeting of the Stockholders of the
Corporation shall take place each year on or before the last day of the eighth
month after the close of the fiscal year on such specific date and at such time
and place as shall be fixed by resolution of the Board of Directors. The Annual
Meeting shall be called to order between the hours of 9 a.m. and 5 p.m. Any
business which may properly be brought before the meeting of the Stockholders
may be considered and transacted at the Annual Meeting. (As amended April 9,
2001.)
Section 3. Special meetings of the Stockholders may be
called by the Chairman of the Board, the President, or by a majority of the
Board of Directors, or by holders of record of not less than one-fourth of the
stock having voting power of the Corporation entitled to vote at such special
meeting.
Section 4. Written notice of all meetings of the Stockholders
shall be mailed to or delivered to each stockholder entitled to vote thereat at
least ten days prior to the meeting. Such notice shall state in general terms
the purposes for which the meeting is to be held.
Section 5. Every shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent without a meeting may authorize
another person or persons to act for him by a proxy which shall be executed in
writing by the shareholder or his agent.
Section 6. Subject to the requirements of law, only those
persons shall be entitled to vote at any meeting in whose names entitled to vote
stand on the corporation's stock records on the record date for voting fixed in
accordance with Article VII of these By-Laws.
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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 express provision of the statutes or of
the Certificate of Incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.
Each stockholder shall at every meeting of the stockholders be
entitled to such votes in person or by proxy as he may be empowered to cast by
the Certificate of Incorporation.
Section 7. A quorum for the transaction of business at any
meeting shall be comprised of the presence, in person or by proxy, of the
holders of the majority of the voting power. If, however, any business comes
before the meeting requiring approval (under applicable law or the Certificate
of Incorporation) of the holders of any class of capital stock voting as a
separate class, then the presence in person or by proxy, of the holders of a
majority of the outstanding shares of that class is necessary to transact that
business. The stockholders present at a duly called or held meeting at which a
quorum is present may continue to do business until adjournment, notwithstanding
the withdrawal of enough stockholders to leave less than a quorum.
Section 8. The Chairman presiding at any meeting of
stockholders shall have power, in his discretion, to appoint one or more persons
to act as inspectors or tellers, to receive, canvass and report the votes cast
by the stockholders at such meeting; but no candidate for the office of Director
shall be appointed as inspector or teller at any meeting for the election of
Directors.
Section 9. The Chairman of the Board of Directors of the
Corporation, and, in his absence, the President shall preside at all meetings of
the stockholders; and, in the absence of the Chairman of the Board of Directors
and the President, the vote of a majority of the stock having voting power,
present or represented by proxy, shall elect a Chairman.
Section 10. The Secretary of the Corporation shall act as
Secretary of all meetings of the stockholders; and, in his absence, the Chairman
shall appoint a person to act as Secretary of the meeting.
ARTICLE IV - BOARD OF DIRECTORS
Section 1. The property, business and affairs of the
Corporation shall be managed and controlled by its Board of Directors. The
number of Directors which shall constitute the whole Board shall not be less
than three or more than ten. (As amended February 1, 1993.) Within such limits,
the number of Directors shall be determined by resolution of the Board of
Directors. The Directors shall be elected at the annual shareholders' meetings,
except as provided in the second paragraph of this Article. Directors need not
be shareholders. The Directors shall be divided into three classes, each
consisting of one-third of such Directors as nearly as may be. At the annual
shareholders' meeting 1978, one class of such Directors shall be elected for a
one-year term, one class for a two-year term, and one class for a three-year
term. At each succeeding annual shareholders meeting beginning in 1979,
successors to the class of directors whose term expires at such annual meeting
shall be elected for a three-year term. If the number of such Directors is
changed, an increase in such Directors shall be apportioned among the classes so
as to maintain the classes as nearly equal in number as possible, and any
additional Director of any class shall hold office for a term which shall
coincide with the remaining term of such class. A Director shall old office
until the annual meeting for the year in which his term expires and until his
success shall be elected and shall qualify, subject, however, to prior death,
resignation, retirement, disqualification, or removal from office. Directors may
be removed by the shareholders only for cause, in accordance with the law.
Section 2. If any vacancy occurs in the Board of Directors
caused by death, resignation, retirement, disqualification or removal from
office of any Director, or otherwise, or any new directorship is created by an
increase in the authorized number of Directors, a majority of the Directors then
in office, though less than a quorum, may choose a successor or successors, or
fill the newly created directorship. Any Director elected to fill a vacancy
shall have the same remaining term as that of his predecessor.
Section 3. The Board of Directors may hold meetings and keep
the books of the Corporation outside the State of New Jersey. But, unless
otherwise specified in the notice of the meeting, all meetings of the Board of
Directors shall be held at the principal office of the Corporation in the State
of New Jersey.
Section 4. A meeting of the newly elected Board of Directors,
of which no notice shall be necessary provided a majority of the whole Board
shall be present, shall be held immediately following the Annual Meeting of the
Stockholders or immediately following any adjournment thereof at which the Board
of Directors shall have been elected for the ensuing year for the purpose of the
organization of the newly elected Board, and the appointment of officers for the
ensuing year, and for the transaction of such other business as may conveniently
and properly be brought before such meeting.
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Section 5. Regular meetings of the Board of Directors shall be
held at such times and places as shall, from time to time, be fixed by
resolution adopted by the Board and no notice of such regular meetings need be
given.
Section 6. Special meetings of the Board of Directors may be
called by the Chairman of the Board, the President or by any two Directors.
Section 7. Written notice of the time, place and purposes of
any special meeting of the Board of Directors shall be given to the Directors by
the Secretary at least five days before the meeting, if mailed, or at least two
days if delivered personally or by telegram. It shall be the duty of the
Secretary, notwithstanding notice thereof be not required, also to give like
notice in like manner of the time and place of regular meetings of the Board.
Section 8. A majority of the whole Board of Directors shall
constitute a quorum at any meeting of the Board. Every act or decision done or
made by a majority of the directors present at a meeting of the Board duly held,
at which a quorum is present, shall be the act of the Board of Directors.
Section 9. Any action required or permitted to be taken by the
Board of Directors may be taken without a meeting, if all members of the board
shall individually or collectively consent to such action. Such written consent
or consents to such action shall be filed with the minutes of the proceedings of
the Board. Such action by written consent shall have the same force and effect
as a unanimous vote of such directors.
Section 10. Members of the Board of Directors may participate
in a meeting of the Board of Directors by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.
Section 11. The Board of Directors shall have power to fix
compensation to Directors for attendance upon meetings of the Board of
committees thereof. Traveling expenses of members incurred in attendance thereon
may be paid by the Corporation with the approval of the Board of Directors.
Section 12. 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 one or more of the directors of the corporation. 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,
and may authorize the seal of the Corporation to be affixed to all papers which
may require it, but no such committee shall have the power or authority to:
a. make, alter or repeal any by-law of the Corporation;
b. elect or appoint any director, or remove any office or
director;
c. submit to shareholders any action that requires
shareholders' approval; or
d. amend or repeal any resolution theretofore adopted by the
board which by its terms is amended or repealable only by the board.
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. Each committee shall keep regular minutes of its meeting and report
the same to the Board of Directors when required. (Adopted January 7, 1981.)
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ARTICLE V - OFFICERS
Section 1. The officers of the Corporation shall be a Chairman
of the Board or Co-Chairman of the Board, a President, a Vice President, a
Secretary, a Treasurer and such other assistant and/or subordinate officers as
the Board may from time to time appoint. Any two or more offices may be held by
the same person. (As amended October 13, 1997.)
Section 2. The officers shall be chosen by the Board of
Directors to hold office for one year and until their successors shall be
elected for appointed and shall qualify. Any officer chosen by the Board of
Directors may be removed from office at any time by the affirmative vote of
two-thirds of the whole Board of Directors.
Section 3. The Chairman or Co-Chairman of the Board shall
preside at all meetings of the Board of Directors, if present, and in general
perform all duties incidental to the office of the Chairman of the Board, and
shall perform such other duties as may be prescribed, from time to time, by the
Board of Directors. In the event that there are then Co-Chairman of the Board,
then the duties incidental to the office of the Chairman of the Board and the
other duties prescribed for the Chairman of the Board by these By-Laws or by the
Board of Directors, shall be allocated between and performed by such Co-Chairmen
as the Board of Directors shall from time to time determine. Subject to the
immediately foregoing sentence of this Section 3, whenever in these By-Laws a
reference is made to the Chairman of the Board of Directors, such reference
shall, if there are then Co-Chairmen of the Board, be deemed a reference to each
of such Co-Chairmen. (As amended October 13, 1997.)
Section 4. The President shall be the principle executive
officer in charge of the administration and operations of the Corporation. He
shall exercise such duties as customarily pertain to the office of President and
shall have general and active management of the administration and operations,
subject to the supervision and control of the Board of Directors, and he shall
perform such other duties as may be described, from time to time, by the Board
of Directors.
Section 5. In the absence of the President of the Corporation
or in the event of his death or inability or refusal to act, the Vice President
shall perform the duties of the President and, when so acting, shall have all
the powers of and be subject to all the restrictions on the President.
When there is more than one Vice President, each of them shall
so service in the capacity of the President in the order designated at the time
of their election or, in the absence of any designation at the time of their
election, in the order of their election.
The Vice President or Vice Presidents shall perform such other
duties as, from time to time, may be assigned by the President or by the Board
of Directors.
Section 6. The Treasurer shall be the chief financial and
accounting officer and shall have general custody of the corporate funds and
securities and general supervision of the collection and disbursement of funds
of the Corporation and of the accounts of the Corporation.
The Treasurer shall render to the President and the Board of
Directors, whenever the same shall be required, an account of all his
transactions as Treasurer and of the financial condition of the Corporation. He
shall, if required by the Board of Directors, give bond for the faithful
performance of his duty in such sum and with such surety as may be approved by
the Board of Directors.
Section 7. The Secretary shall attend meetings of the
Stockholders and Board of Directors and record the same in the Minute Book of
the Corporation. He shall cause notice to be given of meetings of the
Stockholders and of the Board of Directors. He shall have custody of the
corporate seal and general charge of the records, documents, and papers of the
Corporation not pertaining to the performance of the duties vested in other
officers, and shall have such other powers and duties as generally pertain to
the office of Secretary. He shall be sworn to the faithful discharge of his
duties.
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Section 8. The funds of the Corporation shall be kept in such
depositories as shall from time to time be prescribed by the Board of Directors
and/or the Executive Committee. All checks or other orders for the payment of
money shall be signed by the Chairman of the Board, the President, any Vice
President, the Treasurer, or such other person or agent as may from time to time
be thereunto authorized by the Board of Directors and/or the Executive
Committee, with such countersignature, if any, as may be required by the Board
of Directors and/or the Executive Committee. Before checks or other orders for
the payment of the funds of the Corporation are issued, vouchers therefore shall
duly be certified as correct in accordance with the practice of the Corporation.
Section 9. The Chairman of the Board, the President, any Vice
President, the Treasurer, or such other officer or officers as may from time to
time be authorized by the Board of Directors or the Executive Committee, shall
have power to sign and execute on behalf of the Corporation, deeds, conveyances
and contracts, and any and all other documents requiring execution by the
Corporation.
Section 10. The Board of Directors may delegate the powers or
duties of any officer, in case of his absence or disability, to another officer
or a director for the time being.
Section 11. In case any office shall become vacant, the Board
of Directors shall have the power to fill such vacancy.
Section 12. The Chairman of the Board, the President, any Vice
President, the Treasurer, or such other officer or person as shall be authorized
by the Board of Directors or the Executive Committee, shall have power of
authority on behalf of the Corporation to attend and to vote at any meeting of
the stockholders of any corporation in which this Corporation may hold stock,
and may exercise on behalf of this Corporation any and all of the rights and
powers incident to the ownership of such stock at any such meeting, and shall
have power and authority to execute and deliver proxies and consents on behalf
of this Corporation in connection with the exercise by this Corporation of the
rights and powers incident to the ownership of such stock.
ARTICLE VI - STOCK CERTIFICATES; TRANSFER AGENTS
Section 1. Certificates for stock of the Corporation shall be
in such form as the Board of Directors may, from time to time, prescribe and
shall be signed by the President or a Vice President and by the Treasurer, the
Secretary, or Assistant Secretary or shall bear the facsimile signatures of such
officers. The Board of Directors shall have power to appoint one or more
transfer agents and/or registrars for the transfer and/or registration of
certificates of stock of any class, and may require that stock certificates
shall be countersigned and/or registered by one or more of such transfer agents
and/or registrars.
Section 2. Shares of capital stock of the Corporation shall be
transferable on the books of the Corporation by the holder of record thereof in
person or by duly authorized attorney, and upon the surrender of such
certificates properly endorsed.
Section 3. In case any certificates for the capital stock of
the Corporation shall be lost, stolen or destroyed, the Corporation may require
such proof of the fact and such indemnity to be given as shall be deemed
necessary or advisable by it.
Section 4. The Corporation shall be entitled to treat the
holder of record of any shares of stock as the holder thereof, in fact, and
shall not be bound to recognize any equitable or other claim to or interest in
such shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise expressly provided by law.
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ARTICLE VII - CLOSING TRANSFER BOOKS, ETC.
Section 1. The Board of Directors shall have power to close
the stock transfer books of the Corporation for a period not exceeding sixty
(60) days preceding the date of any meeting of stockholders or the date for
payment of any dividend 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;
provided that in lieu of closing the stock transfer books as aforesaid, the
Board of Directors may fix in advance a date, not exceeding sixty (60) days
preceding the date of any meeting of stockholders, or the date of the payment of
any dividend 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
dividends, or any such allotment or rights, or to exercise the rights in respect
to any such change, conversion or exchange of capital stock, and in such case
only stockholders of record on the date so fixed shall be entitled to such
notice of and vote at such meeting, or to receive payment of such dividend or
allotment or rights, or exercise such rights as the case may be, and
notwithstanding any transfer of any stock on the books of the Corporation after
any such record date fixed as aforesaid.
Section 2. If the transfer books have not been closed or no
date has been fixed as a record date for the determination of the stockholders
entitled to vote, as herein provided, no share of stock shall be voted on at any
election of directors, after the first election, which has been transferred on
the books of the Corporation within sixty (60) days next preceding such election
of Directors.
ARTICLE VIII - FISCAL YEAR
Section 1. The fiscal year of the Corporation shall commence
on the first day of January and end on the 31st day of December in each calendar
year. The Board of Directors shall have the power to fix, and from time to time,
change the fiscal year of the Corporation. (As amended February 3, 2000.)
ARTICLE IX - MISCELLANEOUS
Section 1. Any notice required to be given to any stockholder,
Director or officer under the provisions of these By-Laws or otherwise shall
(subject to the provisions of law and of the Certificate of Incorporation of the
Corporation) be deemed to be sufficiently given if such notice be written or
printed and be deposited in the post office addressed to such stockholder,
director or officer at his address as the same appears on the books of record of
the Corporation, or such notice may be sent by telegram, and the mailing of such
notice or posting of such telegram or radiogram, as the case may be, shall
constitute due notice.
Section 2. Any notice required to be given under the
provisions of these By-Laws or otherwise may (subject to the provisions of law
and the Certificates of Incorporation of this Corporation) be waived by the
stockholder, director or officer to whom such notice is required to be given.
Section 3. At any meeting of stockholder or directors of the
Corporation, if less than a quorum be present, the vote of a majority of the
stock having voting power present or represented by proxy, shall nevertheless
have power to adjourn such meeting.
ARTICLE X - INDEMNIFICATION; INSURANCE
Section 1. The Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (including an action by or in the right of the Corporation) by
reason of the fact that he is or was a director or officer of the Corporation
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement to the maximum extent permitted by law, and shall advance expenses
incurred by such person in any such action to the maximum extent permitted by
law in accordance with the procedures provided by applicable law.
Section 2. To the extent, according to standards and in such
manner as the Board of Directors may direct pursuant to and in accordance with
applicable law in the particular case, the Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (including an action by or in the
right of the Corporation) by reason of the fact that he is or was an employee or
agent of the Corporation, or is or was serving at the request of the
Corporation, as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement.
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Section 3. The indemnification provided by this Article X
shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be director, officer, employee or
agent and shall insure to the benefit of the heirs, executors and administrators
of such person.
Section 4. The Corporation, acting by its Board of Directors,
shall have power to purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Article X. Nothing in this Section 4 shall obligate the
Corporation to indemnify any person to any extent other than as provided in
Sections 1, 2, 3 and 4 of this Article X.
ARTICLE XI - AMENDMENT OF BY-LAWS
Section 1. The Board of Directors shall have power, subject to the reserved
power of the stockholders to alter or repeal the same, to make and alter the
By-laws of the Corporation.
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