Exhibit 3.59
BYLAWS
OF
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ARTICLE I - STOCKHOLDERS
Section 1. Annual Meeting.
An annual meeting of the stockholders, for the election of directors to
succeed those whose terms expire and for the transaction of such other business
as may properly come before the meeting, shall be held at such place within
Delaware and shall be held on any weekday which is not a holiday as shall be
designated by the Board and stated in the notice of the meeting.
Section 2. Special Meetings.
Special meetings of the stockholders, for any purpose or purposes
prescribed in the notice of the meeting, may be called by the Board of
Directors, the Chairperson or the President or as otherwise provided by law or
the Certificate of Incorporation and shall be held at such place within
Delaware, on such date, and at such time as they or he or she shall fix, and a
majority of the stockholders may call a special meeting in accordance with
Section 4 of Article II of these Bylaws.
Section 3. Notice of Meetings.
Written notice of the place, date and time of all meetings of the
stockholders shall be given, not less than ten nor more than sixty days before
the date on which the meeting is to be held, to each stockholder entitled to
vote at such meeting, except as otherwise provided herein or required by law
(meaning, here and hereinafter, as required from time to time by the Delaware
General Corporation Law or the Certificate of Incorporation of the Corporation).
When a meeting is adjourned to another place, date or time, written
notice need not be given of the adjourned meeting if the place, date and time
thereof are announced at the meeting at which the adjournment is taken;
provided, however, that if the date of any adjourned meeting is more than thirty
days after the date for which the meeting was originally noticed, or if a new
record date is fixed for the adjourned meeting, written notice of the place,
date, and time of the adjourned meeting shall be given in conformity herewith.
At any adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.
Section 4. Quorum.
At any meeting of the stockholders, the holders of a majority of all of
the shares of the stock entitled to vote at the meeting, present in person or by
proxy, shall constitute a quorum for all purposes, unless or except to the
extent that the presence of a larger number may be required by law.
If a quorum shall fail to attend any meeting, the Chairperson of the
meeting or the holders of a majority of the shares of the stock entitled to vote
who are present, in person or by proxy, may adjourn the meeting to another place
within Delaware, date, or time.
If a notice of any adjourned special meeting of stockholders is sent to
all stockholders entitled to vote thereat, stating that it will be held with
those present constituting a quorum, then except as otherwise required by law,
those present at such adjourned meeting shall constitute a quorum, and all
matters shall be determined by a majority of the votes cast at such meeting.
Section 5. Organization.
The Chairperson of the Board or, in the absence of such Chairperson,
the President of the corporation or, in the President's absence, such person as
may be chosen by the Board, or if not so chosen, as selected by holders of a
majority of the shares entitled to vote who are present, in person or by proxy,
shall call to order any meeting of the stockholders and act as Chairperson of
the meeting. In the absence of the Secretary of the corporation, the Secretary
of the meeting shall be such person as the Chairperson of the meeting appoints.
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Section 6. Conduct of Business.
The Chairperson of any meeting of stockholders shall determine the
order of business and the procedure at the meeting, including such regulation of
the manner of voting and the conduct of discussion as seem to him or her in
order.
Section 7. Proxies and Voting.
At any meeting of the stockholders, every stockholder entitled to vote
may vote in person or by proxy authorized by an instrument in writing filed in
accordance with the procedure established for the meeting.
Each stockholder shall have one vote for every share of stock entitled
to vote which is registered in such stockholder's name on the record date for
the meeting, except as otherwise provided herein or required by law.
All voting, including on the election of directors, but excepting where
otherwise required by law, may be by a voice vote; provided, however, that upon
demand therefor by a stockholder entitled to vote or such stockholder's proxy, a
stock vote shall be taken. Every stock vote shall be taken by ballots, each of
which shall state the name of the stockholder or proxy voting and such other
information as may be required under the procedure established for the meeting.
Every vote taken by ballots shall be counted by an inspector or inspectors
appointed by the Chairperson of the meeting.
No proxy shall be voted on or after three (3) years from its date,
unless the proxy provides for a longer period.
All elections shall be determined by a plurality of the votes cast, and
except as otherwise required by law, all other matters shall be determined by a
majority of the votes cast.
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Section 8. Consent of Stockholders in Lieu of Meeting.
Any action required to be taken at any annual or special meeting of
stockholders of the corporation, or any action which may be taken at any annual
or special meeting of the stockholders, may be taken without a meeting, without
prior notice and without a vote, if a consent in writing, setting forth the
action so taken, shall be signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted.
ARTICLE II - BOARD OF DIRECTORS
Section 1. Number and Term of Office.
The number of directors who shall constitute the whole board shall be
such number as the Board of Directors shall at the time have designated. Each
director shall be elected for a term of one year and until such director's
successor is elected and qualified, except as otherwise provided herein or
required by law.
Whenever the authorized number of directors is increased between annual
meetings of the stockholders, a majority of the directors then in office shall
have the power to elect such new directors for the balance of a term and until
their successors are elected and qualified. Any decrease in the authorized
number of directors shall not become effective until the expiration of the term
of the directors then in office unless, at the time of such decrease, there
shall be vacancies on the board which are being eliminated by the decrease.
Section 2. Vacancies.
If the office of any director becomes vacant by reason of death,
resignation, disqualification, removal or other cause, a majority of the
directors remaining in office, although less than a quorum, may elect a
successor for the unexpired term and until such director's successor is elected
and qualified.
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Section 3. Regular Meetings.
Regular meetings of the Board of Directors shall be held at such place
or places within Delaware, on such date or dates, and at such time or times as
shall have been established by the Board of Directors and publicized among all
directors. A notice of each regular meeting shall not be required.
Section 4. Special Meetings.
Special meetings of the Board of Directors may be called only by the
Chairperson, the President, or their respective delegates, a majority of the
directors or a majority of the stockholders and shall be held at such place
within Delaware, on such date, and at such time as the authorized person(s)
calling such meeting shall fix. Notice of the place, date, and time of each such
special meeting shall be given each director by whom it is not waived by mailing
written notice not less than five days before the meeting or by hand delivering,
telegraphing, telecopying or sending by overnight courier the same not less than
twenty-four hours before the meeting. The attendance of a director at a meeting
shall constitute a waiver of notice for the meeting. Unless otherwise indicated
in the notice thereof, any and all business may be transacted at a special
meeting.
Section 5. Quorum.
At any meeting of the Board of Directors, a majority of the total
number of the whole board shall constitute a quorum for all purposes. If a
quorum shall fail to attend any meeting, a majority of those present may adjourn
the meeting to any place within Delaware, date, or time, without further notice
or waiver thereof.
Section 6. Participation in Meetings by Conference Telephone.
Notwithstanding any provision of these bylaws to the contrary, members
of the Board of Directors, or of any committee thereof, may participate in a
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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 such participation shall constitute presence in
person at such meeting; provided that a quorum is physically present in
Delaware.
Section 7. Chairperson of the Board.
The Board of Directors shall elect, at its original meeting and each
annual meeting, a Chairperson of the Board (the "Chairperson") who shall be a
director and who shall hold office until the next annual meeting of the Board
and until such Chairperson's successor is elected and qualified or until such
Chairperson's earlier resignation or removal by act of the Board. The
Chairperson shall preside at meetings of the stockholders and the Board. In the
absence of the Chairperson, the President shall preside at meetings of the
stockholders and the Board, or in the President's absence, such person as
designated by the Board of Directors in accordance with these Bylaws.
Section 8. Conduct of Business.
At any meeting of the Board of Directors, business shall be transacted
in such order and manner as the Board may from time to time determine, and all
matters shall be determined by the vote of a majority of the directors present,
except as otherwise provided herein or required by law. Action may be taken by
the Board of Directors without a meeting if all members thereof consent thereto
in writing, and the writing or writings are filed with the minutes of
proceedings of the Board of Directors. The Board of Directors from time to time
may declare and authorize the payment of dividends on its outstanding shares in
the manner and on the terms and conditions permitted by law.
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Section 9. Compensation of Directors.
Directors may receive, pursuant to resolution of the Board of
Directors, fixed fees and other compensation for their services as directors,
including, without limitation, their services as members of committees of the
Board of Directors.
Section 10. Removal of Directors.
Any director of the corporation may be removed at any time, with or
without cause, by a majority vote of the stockholders.
ARTICLE III - OFFICERS
Section 1. Generally.
The officers of the corporation shall consist of a President, a
Secretary, a Treasurer and such other officers, including, for example, Vice
Presidents, Assistant Treasurers and Assistant Secretaries, as may from time to
time be appointed by the Board of Directors. Officers shall be elected by the
Board of Directors which shall consider that subject at its first meeting after
every annual meeting of stockholders. Each officer shall hold office until such
officer's successor is elected and qualified or until such officer's earlier
resignation or removal. A vacancy in office may be filled at any time by the
Board of Directors.
One person may hold more than one of the offices specified in this
section and may have such other titles as the Board of Directors may determine.
Section 2. President.
The President shall be the chief executive officer of the corporation.
Subject to the provisions of these bylaws and to the direction of the Board of
Directors, the President shall have the responsibility for the general
management and control of the business and affairs of the corporation and shall
perform all duties and have all powers which are commonly incident to the office
of chief executive or which are delegated to the President by the Board of
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Directors. The President shall have power to sign all stock certificates,
contracts and other instruments of the corporation which are authorized and
shall have general supervision and direction of all of the other officers,
employees and agents of the corporation.
Section 3. Vice President.
There may be such number of Vice Presidents as the Board of Directors
shall appoint. Any such Vice President shall have such powers and duties as may
be delegated to the Vice President by the Board of Directors. A Vice President
may be designated by the Board of Directors to perform the duties and exercise
the powers of the President in the event of the President's absence or
disability. Any Vice President shall have the authority to sign all stock
certificates, contracts and other instruments of the corporation, unless
otherwise provided by the President. In the absence of the Chairperson and the
President, one Vice President so designated by the Board of Directors shall
preside at meetings of the stockholders and the Board of Directors.
Section 4. Treasurer/Assistant Treasurer.
The Treasurer shall have the responsibility for maintaining the
financial records of the corporation and shall have custody of all monies and
securities of the corporation. The Treasurer shall make such disbursements of
the funds of the corporation as are authorized and shall render from time to
time an account of all such transactions and of the financial condition of the
corporation. The Treasurer shall also perform such other duties as the Board of
Directors may from time to time prescribe. The Board of Directors may also elect
an Assistant Treasurer, if deemed necessary or appropriate, who shall have such
powers and duties of the Treasurer, as determined by the Board of Directors.
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Section 5. Secretary/Assistant Secretary.
The Secretary shall issue all authorized notices for, and shall keep
minutes of, all meetings of the stockholders and the Board of Directors. The
Secretary shall have charge of the corporate books and shall perform such other
duties as the Board of Directors may from time to time prescribe. The Board of
Directors may also elect an Assistant Secretary, if deemed necessary or
appropriate, who shall have such powers and duties of the Secretary, as
determined by the Board of Directors.
Section 6. Delegation of Authority.
The Board of Directors or its officers may from time to time in writing
delegate the powers or duties of any officer to any other officers or agents,
notwithstanding any provision hereof.
Section 7. Removal.
Any officer of the corporation may be removed at any time, with or
without cause, by the Board of Directors.
Section 8. Action with Respect to Securities of Other Corporations.
Unless otherwise directed by the Board of Directors, the President or
any Vice President, or their respective delegates, shall have power to vote and
otherwise act on behalf of the corporation, in person or by proxy, at any
meeting of stockholders of or with respect to any action of stockholders of any
other corporation in which this corporation may hold securities and otherwise to
exercise any and all rights and powers which this corporation may possess by
reason of its ownership of securities in such other corporation.
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ARTICLE IV - STOCK
Section 1. Certificates of Stock.
Each stockholder shall be entitled to a certificate signed by, or in
the name of the corporation by, the President or Vice President and the
Secretary, or such other officers as authorized by the Board, certifying the
number of shares owned by such stockholder. The name and address of the person
to whom shares are issued with the number of shares and date of issue shall be
entered on the stock transfer books of the Corporation. The Corporation shall be
entitled to recognize the exclusive right of the person registered on its books
as the owner of such shares.
Section 2. Transfers of Stock.
Transfers of stock shall be made only upon the transfer books of the
corporation kept at an office of the corporation or by transfer agents
designated to transfer shares of the stock of the corporation. Except where a
certificate is issued in accordance with Section 4 of this Article V, an
outstanding certificate for the number of shares involved shall be surrendered
for cancellation before a new certificate is issued therefor.
Section 3. 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, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the Board of Directors, and which record date shall not be more than sixty
nor less than ten days before the date of such meeting. 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.
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In order that the corporation may determine the stockholders entitled
to consent to corporate action in writing without a meeting, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which date shall not be more than ten days after the date upon
which the resolution fixing the record date is adopted by the Board of
Directors.
In order that the corporation may determine the stockholders entitled
to receive payment of any dividend or other distribution or allotment of any
rights or the stockholders 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 a record date, which record date shall
not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than sixty days prior to such
action. If no record date is fixed, the record date for determining stockholders
for any such purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.
Section 4. Lost, Stolen or Destroyed Certificates.
In the event of the loss, theft or destruction of any certificate of
stock, another may be issued in its place pursuant to such regulations as the
Board of Directors may establish concerning proof of such loss, theft or
destruction and concerning the giving of a satisfactory bond or bonds of
indemnity.
Section 5. Regulations.
The issue, transfer, conversion and registration of certificates of
stock shall be governed by such other regulations as the Board of Directors may
establish.
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ARTICLE V - PURPOSES AND POWERS
Section 1. Purposes and Powers.
The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware; provided that the corporation's activities shall
be confined to the maintenance and management of its intangible investments and
the collection and distribution of the income from such investments or from
tangible property physically located outside Delaware, all as defined in, and in
such manner to qualify for exemption from income taxation under Section
1902(b)(8) of Title 30 of the Delaware Code, or under the corresponding
provision of any subsequent law; provided further that the corporation shall be
empowered to conduct such other activities as permitted by said Section
1902(b)(8) or the corresponding provision of any subsequent law in such manner
to qualify for exemption from income taxation under said Section 1902(b)(8) or
the corresponding provision of any subsequent law. For purposes of this Section
"intangible investments" shall include, without limitation, investments in
stocks, bonds, notes and other debt obligations (including debt obligations of
affiliated corporations), patents, patent applications, trademarks, trade names
and similar types of intangible assets.
ARTICLE VI - INDEMNIFICATION AND INSURANCE
Section 1. Scope.
Except as prohibited by law, every director and officer of the
corporation now or hereafter serving as such shall be entitled as of right to be
indemnified by the corporation against reasonable expense and any liability paid
or incurred by such person in connection with any actual or threatened claim,
action, suit or proceeding, civil, criminal, administrative, investigative or
other, whether brought by or in the right of the corporation or otherwise, by
reason of such person being or having been a director or officer of the
corporation or by reason of the fact that such officer or director of the
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corporation is or was serving at the request of the corporation as a director,
officer, employee, fiduciary or other representative of another corporation,
partnership, joint venture, trust, employee benefit plan or other entity (such
claim, action, suit or proceeding hereinafter being referred to as "action");
provided however that no such person shall be indemnified against, nor be
reimbursed for any expense incurred in connection with any liability arising out
of his or her own willful misconduct or gross negligence. Such indemnification
shall include the right to have expenses incurred by such person in connection
with an action paid in advance by the corporation prior to final disposition of
such action; provided that such director or officer agrees to repay the amounts
so paid if it is ultimately determined that such expense is not authorized under
this Section 1. Persons who are not directors or officers of the corporation may
be similarly indemnified in respect of service to the corporation or to another
such entity at the request of the corporation to the extent the Board of
Directors at any time determines that such person is entitled to the benefits of
this Article. As used herein, "expense" shall include fees and expenses of
counsel selected by such person; and "liability" shall include amounts of
judgments, excise taxes, fines and penalties, and amounts paid in settlement.
Section 2. Means of Indemnification.
The corporation may purchase and maintain insurance to protect itself
and any person eligible to be indemnified hereunder against any liability or
expense asserted or incurred by such person in connection with any action,
whether or not the corporation would have the power to indemnify such person
against such liability or expense by law or under this Article. The corporation
may create a trust fund, grant a security interest, cause a letter of credit to
be issued or use other means (whether or not similar to the foregoing) to ensure
the payment of such sums as may become necessary to effect indemnification as
provided herein.
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Section 3. Agreement for Indemnification.
The corporation shall have the express authority to enter into such
agreements as the Board of Directors deems appropriate for the indemnification,
including advancement of expenses, of present or future directors and officers
of the corporation and other persons in connection with their service to, or
status with, the corporation or any other corporation, partnership, joint
venture, trust, employee benefit plan or other entity with whom such director,
officer or other person is serving at the request of the corporation.
Section 4. Nature of Right of Indemnification.
The right of indemnification provided for herein (i) shall not be
deemed exclusive of any other rights to which those seeking indemnification
hereunder may be entitled, (ii) shall be deemed to create contractual rights in
favor of persons entitled to indemnification hereunder, (iii) shall continue as
to persons who have ceased to have the status pursuant to which they were
entitled or were determined to be entitled to indemnification hereunder and
shall inure to the benefit of the heirs and legal representatives of persons
entitled to indemnification hereunder and (iv) shall be applicable to actions,
suits or proceedings commenced after the adoption hereof, whether arising from
acts or omissions occurring before or after the adoption hereof. The rights of
indemnification provided for herein may not be amended, modified or repealed so
as to limit in any way the indemnification provided for herein with respect to
any acts or omissions occurring prior to the effective date of any such
amendment, modification or repeal.
ARTICLE VII - NOTICES
Section 1. Notices.
Except as otherwise specifically provided herein or required by law,
all notices required to be given to any stockholder, director, officer, employee
or agent, shall be in writing and may in every instance be effectively given by
hand delivery to the recipient thereof, by depositing such notice in the mails,
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postage paid, by sending such notice by Federal Express or similar overnight
courier, by sending such notice by prepaid telegram or mailgram or by sending
such notice by telecopy or similar facsimile transmission. Any such notice shall
be addressed to such stockholder, director, officer, employee, or agent at his
or her last known address as the same appears on the books of the corporation.
The time when such notice is received, if hand delivered, or dispatched, if
delivered through the mails, by overnight courier, by telegram or mailgram, or
by telecopy or similar facsimile shall be the time of the giving of the notice.
Section 2. Waivers.
A written waiver of any notice, signed by a stockholder, director,
officer, employee or agent, whether before or after the time of the event for
which notice is to be given, shall be deemed equivalent to the notice required
to be given to such stockholder, director, officer, employee or agent. Neither
the business nor the purpose. of any meeting need be specified in such a waiver.
ARTICLE VIII - MISCELLANEOUS
Section 1. Corporate Seal.
The Board of Directors may provide a suitable seal, containing the name
of the corporation, which seal shall be in the charge of the Secretary.
Duplicates of the seal may be kept and used by the Treasurer or Secretary or by
an Assistant Secretary or Assistant Treasurer.
Section 2. Reliance upon Books, Reports and Records.
Each director, each member of any committee designated by the Board of
Directors, and each officer of the corporation shall, in the performance of his
or her duties, be fully protected in relying in good faith upon the books of
account or other records of the corporation, including reports made to the
corporation by any of its officers, by an independent certified public
accountant, or by an appraiser selected with reasonable care.
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Section 3. Fiscal Year.
The fiscal year of the corporation shall on October 31 of each year.
Section 4. Time Periods.
In applying any provision of these bylaws which require that an act be
done or not done a specified number of days prior to an event or that an act be
done during a period of a specified number of days prior to an event, calendar
days shall be used, the day of the doing of the act shall be excluded, and the
day of the event shall be included.
ARTICLE IX - AMENDMENTS
Section 1. Amendments.
These bylaws may be amended, suspended or repealed in a manner
consistent with law at any regular or special meeting of the Board of Directors
by vote of a majority of the entire Board or at any stockholders meeting called
and maintained in accordance with Article I of these bylaws. Such amendment,
suspension or repeal may be evidenced by resolution or as the Board may
otherwise deem appropriate.
THE UNDERSIGNED sole director of does
hereby certify that the foregoing is a true copy of the bylaws of
and that the same are in full force and effect as of the date indicated below.
Dated:
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[SEAL]
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