Exhibit 3.2
BY-LAWS
OF
EMERGING GROWTH ACQUISITION CORPORATION I
ARTICLE I
OFFICES
Section 1.1. Registered Office. The registered office of the
Corporation in the State of Delaware shall be located at 1013 Centre Road in the
City of Wilmington, County of New Castle. The name of its registered agent is
Corporation Service Company.
Section 1.2. Other Offices. The Corporation may also have
offices at such other places, both within and without the State of Delaware, as
the Board of Directors may from time to time determine, or the business of the
Corporation may require.
Section 1.3. Books and Records. The books and records of the
Corporation may be kept within or without the State of Delaware as the Board of
Directors may from time to time determine, or the business of the Corporation
may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 2.1. Time and Place of Meetings. All meetings of the
stockholders for the election of directors or for any other purpose shall be
held at such place, either within or without the State of Delaware, on such date
and at such time as may be determined from time to time by the Board of
Directors. Any adjourned session of any meeting of the stockholders shall be
held at the place designated in the vote of adjournment.
Section 2.2. Annual Meeting. The annual meeting of
stockholders shall be held at such date and time as shall be designated from
time to time by the Board of Directors and stated in the notice of the meeting,
at which they shall elect Board of Directors and transact such other business as
may properly come before the meeting.
Section 2.3. Special Meetings. A special meeting of the
stockholders may be called at any time by the Board of Directors upon the
request of any two directors, by the holders of one-third or more of the
outstanding Common Stock, or by the duly elected officers of the Corporation. A
special meeting of the stockholders shall be called by the secretary, or in the
case of the death, absence, incapacity or refusal of the secretary, by an
assistant secretary
or some other officer, upon application of a majority of the directors. Any such
application shall state the purpose or purposes of the proposed meeting. Any
such call shall state the place, date, hour, and purposes of the meeting.
Section 2.4. Notice of Meetings. Except as otherwise provided
by law, a written notice of each meeting of stockholders stating the place, date
and hour thereof and, in the case of a special meeting, the purposes for which
the meeting is called, shall be given not less than ten nor more than sixty days
before the meeting to each stockholder entitled to vote thereat, and to each
stockholder who, by law, by the certificate of incorporation or by these
by-laws, is entitled to notice, by leaving such notice with him or at his
residence or usual place of business, or by depositing it in the United States
mail, postage prepaid, and addressed to such stockholder at his address as it
appears in the records of the Corporation. Such notice shall be given by the
secretary, or by an officer or person designated by the Board of Directors, or
in the case of a special meeting by the officer calling the meeting. As to any
adjourned session of any meeting of stockholders, notice of the adjourned
meeting need not be given if the time and place thereof are announced at the
meeting at which the adjournment was taken except that if the adjournment is for
more than thirty days or if after the adjournment a new record date is set for
the adjourned session, notice of any such adjourned session of the meeting shall
be given in the manner heretofore described. No notice of any meeting of
stockholders or any adjourned session thereof need be given to a stockholder if
a written waiver of notice, executed before or after the meeting or such
adjourned session by such stockholder, is filed with the records of the meeting
or if the stockholder attends such meeting without objecting at the beginning of
the meeting to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any meeting of the stockholders or any adjourned session thereof
need be specified in any written waiver of notice.
Section 2.5. Quorum of Stockholders. At any meeting of the
stockholders a quorum as to any matter shall consist of a majority of the votes
entitled to be cast on the matter, except where a larger quorum is required by
law, by the certificate of incorporation or by these by-laws. Any meeting may be
adjourned from time to time by a majority of the votes properly cast upon the
question, whether or not a quorum is present. If a quorum is present at an
original meeting, a quorum need not be present at an adjourned session of that
meeting. Shares of its own stock belonging to the Corporation or to another
corporation, if a majority of the shares entitled to vote in the election of
directors of such other corporation is held, directly or indirectly, by the
corporation, shall neither be entitled to vote nor be counted for quorum
purposes; provided, however, that the foregoing shall not limit the right of any
corporation to vote stock, including but not limited to its own stock, held by
it in a fiduciary capacity.
Section 2.6. Action by Vote. When a quorum is present at any
meeting, a plurality of the votes properly cast for election to any office shall
elect to such office and a majority of the votes properly cast upon any question
other than an election to an office shall decide the question, except when a
larger vote is required by law, by the certificate of incorporation or by these
by-laws. No ballot shall be required for any election unless requested by a
stockholder present or represented at the meeting and entitled to vote in the
election.
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Section 2.7. Action Without a Meeting. Unless otherwise
provided in the certificate of incorporation, any action required or permitted
to be taken by stockholders for or in connection with any corporate action may
be taken without a meeting, without prior notice and without a vote, if a
consent or consents in writing, setting forth the action so taken, shall be
signed by 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 and
shall be delivered to the Corporation by delivery to its registered office in
Delaware by hand or certified or registered mail, return receipt requested, to
its principal place of business or to an officer or agent of the Corporation
having custody of the book in which proceedings of meetings of stockholders are
recorded. Each such written consent shall bear the date of signature of each
stockholder who signs the consent. No written consent shall be effective to take
the corporate action referred to therein unless written consents signed by a
number of stockholders sufficient to take such action are delivered to the
Corporation in the manner specified in this paragraph within sixty days of the
earliest dated consent so delivered.
If action is taken by consent of stockholders and in
accordance with the foregoing, there shall be filed with the records of the
meetings of stockholders the writing or writings comprising such consent.
If action is taken by less than unanimous consent of
stockholders, prompt notice of the taking of such action without a meeting shall
be given to those who have not consented in writing and a certificate signed and
attested to by the secretary that such notice was given shall be filed with the
records of the meetings of stockholders.
In the event that the action which is consented to is such as
would have required the filing of a certificate under any provision of the
General Corporation Law of the State of Delaware, if such action had been voted
upon by the stockholders at a meeting thereof, the certificate filed under such
provision shall state, in lieu of any statement required by such provision
concerning a vote of stockholders, that written consent has been given under
Section 228 of said General Corporation Law and that written notice has been
given as provided in such Section 228.
Section 2.8. Proxy Representation. Every stockholder may
authorize another person or persons to act for him by proxy in all matters in
which a stockholder is entitled to participate, whether by waiving notice of any
meeting, objecting to or voting or participating at a meeting, or expressing
consent or dissent without a meeting. Every proxy must be signed by the
stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon
after three years from its date unless such proxy provides for a longer period.
A duly executed proxy shall be irrevocable if it states that it is irrevocable
and if, and only as long as, it is coupled with an interest sufficient in law to
support an irrevocable power. A proxy may be made irrevocable regardless of
whether the interest with which it is coupled is an interest in the stock itself
or an interest in the Corporation generally. The authorization of a proxy may
but need not be limited to specified action, provided, however, that if a proxy
limits its authorization to a meeting or meetings of stockholders, unless
otherwise specifically provided such proxy shall entitle the
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holder thereof to vote at any adjourned session but shall not be valid after the
final adjournment thereof.
Section 2.9. Inspectors. The directors or the person presiding
at the meeting may, but need not, appoint one or more inspectors of election and
any substitute inspectors to act at the meeting or any adjournment thereof. 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 inspectors, if
any, shall determine the number of shares of stock outstanding and the voting
power of each, the shares of stock 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 result, and do such acts as are proper to conduct the
election or vote with fairness to all stockholders. On request of the person
presiding at the meeting, the inspectors shall make a report in writing of any
challenge, question or matter determined by them and execute a certificate of
any fact found by them.
Section 2.10. List of Stockholders. The secretary shall
prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at such meeting, arranged in
alphabetical order and showing the address of each stockholder and the number of
shares registered in his name. The stock ledger shall be the only evidence as to
who are stockholders entitled to examine such list or to vote in person or by
proxy at such meeting.
ARTICLE III
BOARD OF DIRECTORS
Section 3.1. Number. The Board of Directors of the Corporation
shall consist of one or more members. The number of directors may be increased
at any time or from time to time by the stockholders or by the directors by vote
of a majority of the directors then in office. The number of directors may be
decreased to any number permitted by the foregoing at any time either by the
stockholders or by the directors by vote of a majority of the directors then in
office, but only to eliminate vacancies existing by reason of the death,
resignation or removal of one or more directors. Directors need not be
stockholders.
Section 3.2. Tenure. Except as otherwise provided by law, by
the certificate of incorporation or by these by-laws, each director shall hold
office until the next annual meeting of the stockholders in which the election
of directors is in the regular order of business and until his successor is
elected and qualified, or until his earlier death, resignation, removal or
disqualification.
Section 3.3. Powers. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of Directors
who shall have and may exercise all the powers of the Corporation and do all
such lawful acts and things as are not, by law, the
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certificate of incorporation or these by-laws, directed or required to be
exercised or done by the stockholders.
Section 3.4. Resignations and Vacancies. Any director may
resign at any time upon written notice to the Corporation. Vacancies and any
newly created directorships resulting from any increase in the number of
directors may be filled by vote of the stockholders at the next annual meeting
thereof or at a special meeting called for such purpose, or by a majority of the
directors then in office, although less than a quorum, or by a sole remaining
director. When one or more directors shall resign from the Board, effective at a
future date, a majority of the directors then in office, including those who
have resigned, shall have power to fill such vacancy or vacancies, the vote or
action by writing thereon to take effect when such resignation or resignations
shall become effective. The directors shall have and may exercise all their
powers notwithstanding the existence of one or more vacancies in their number,
subject to any requirements of law or of the certificate of incorporation or of
these by-laws as to the number of directors required for a quorum or for any
vote or other actions.
Section 3.5. Committees. The Board of Directors may, by vote
of a majority of the whole Board, designate one or more committees, each
committee to consist of one or more of the directors. The Board may designate
one or more directors as alternate members of any such committee who may replace
any absent or disqualified member at any meeting of the committee. In the
absence or disqualification of any member of such committee and his alternate,
if any, the member or members thereof present at any meeting and not
disqualified from voting, whether or not constituting a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting in the
place of any such absent or disqualified member. 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, including the power
to authorize the seal of the Corporation to be affixed to all papers which
require it, but no such committee shall have the power or authority in reference
to amending the certificate of incorporation (except that a committee may, to
the extent authorized in the resolution or resolutions providing for the
issuance of shares of stock adopted by the Board of Directors, fix the
designations and any of the preferences or rights of such shares relating to
dividends, redemption, dissolution, any distribution of assets of the
Corporation or the conversion into, or the exchange of such shares for, shares
of any other class or classes or any other series of the same or any other class
or classes of stock of the Corporation or fix the number of shares of any series
of stock or authorize the increase or decrease of the shares of any series),
adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of a dissolution, or amending the
by-laws of the Corporation; and, unless the resolution, by-laws, or certificate
of incorporation expressly so provide, no such committee shall have the power or
authority to declare a dividend, to authorize the issuance of stock, or to adopt
a certificate of ownership and merger. Except as the Board of Directors may
otherwise determine, any committee may make rules for the conduct of its
business, but unless otherwise provided by the Board of Directors or such rules,
its business shall be conducted as nearly as may be in the same manner as is
provided by these by-laws for the conduct of business by the Board of Directors.
Each
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committee shall keep regular minutes of its meetings and report the same to the
Board of Directors upon request.
Section 3.6. Regular Meetings. Regular meetings of the Board
of Directors may be held without call or notice at such places within or without
the State of Delaware and at such times as the Board of Directors may from time
to time determine, provided that notice of the first regular meeting following
any such determination shall be given to absent directors. A regular meeting of
the directors may be held without call or notice immediately after and at the
same place as the annual meeting of stockholders.
Section 3.7. Special Meetings. Special meetings of the Board
of Directors may be held at any time and at any place within or without the
State of Delaware designated in the notice of the meeting, when called by the
chairman of the Board, if any, the president, or by one-third or more in number
of the directors, reasonable notice thereof being given to each director by the
secretary or by the chairman of the Board, if any, the president or any one of
the directors calling the meeting.
Section 3.8. Notice. It shall be reasonable and sufficient
notice to a director to send notice by mail at least forty-eight hours or by
telegram at least twenty-four hours before the meeting addressed to him at his
usual or last known business or residence address or to give notice to him in
person or by telephone at least twenty-four hours before the meeting. Notice of
a meeting need not be given to any director if a written waiver of notice,
executed by him before or after the meeting, is filed with the records of the
meeting, or to any director who attends the meeting without protesting prior
thereto or at its commencement the lack of notice to him. Neither notice of a
meeting nor a waiver of a notice need specify the purposes of the meeting.
Section 3.9. Quorum. At any meeting of the directors, a
majority of the total number of directors then in office shall constitute a
quorum; a quorum shall not in any case be less than one-third of the total
number of directors constituting the whole Board. Any meeting may be adjourned
from time to time by a majority of the votes cast upon the question, whether or
not a quorum is present, and the meeting may be held as adjourned without
further notice.
Section 3.10. Action by Vote. Except as may be otherwise
provided by law, by the certificate of incorporation or by these by-laws, when a
quorum is present at any meeting the vote of a majority of the directors present
shall be the act of the Board of Directors.
Section 3.11. Action Without a Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors, or any committee
thereof, may be taken without a meeting if all the members of the Board or of
such committee, as the case may be, consent thereto in writing, and such writing
or writings are filed with the minutes of proceedings of the Board or of such
committee. Such consent shall be treated for all purposes as the act of the
Board or of such committee, as the case may be.
Section 3.12. Participation in Meetings by Conference
Telephone. Members of the Board of Directors, or any committee designated by the
Board, may participate in a meeting
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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, or by any other means permitted by law. Such
participation shall constitute presence in person at such meeting.
Section 3.13. Compensation. In the discretion of the Board of
Directors, each director may be paid such fees for his services as director and
be reimbursed for his reasonable expenses incurred in the performance of his
duties as director as the Board of Directors from time to time may determine.
Nothing contained in this section shall be construed to preclude any director
from serving the Corporation in any other capacity and receiving reasonable
compensation therefor.
Section 3.14. Interested Directors and Officers.
(a) No contract or transaction between the Corporation and one
or more of its directors or officers, or between the Corporation and any other
corporation, partnership, association, or other organization in which one or
more of the Corporation's directors or officers are directors or officers, or
have a financial interest, shall be void or voidable solely for this reason, or
solely because the director or officer is present at or participates in the
meeting of the Board or committee thereof which authorizes the contract or
transaction, or solely because his or their votes are counted for such purpose,
if:
(i) the material facts as to his relationship or
interest and as to the contract or transaction are disclosed or are
known to the Board of Directors or the committee, and the Board or
committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors, even
though the disinterested directors be less than a quorum; or
(ii) the material facts as to his relationship or
interest and as to the contract or transaction are disclosed or are
known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the
stockholders; or
(iii) the contract or transaction is fair as to the
Corporation as of the time it is authorized, approved or ratified, by
the Board of Directors, a committee thereof, or the stockholders.
(b) Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction.
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ARTICLE IV
OFFICERS AND AGENTS
Section 4.1. Principal Officers. The principal officers of the
Corporation shall be a president and a secretary, and such other officers, if
any, as the Board of Directors from time to time may, in its discretion, elect
or appoint including, without limitation, a chairman of the Board, one or more
vice presidents and a treasurer. The Corporation may also have such agents, if
any, as the Board of Directors from time to time may in its discretion choose.
Any officer may be but none need be, a director or stockholder. Any two or more
offices may be held by the same person. Any officer or agent of the Corporation
may be required by the Board of Directors to secure the faithful performance of
his duties to the Corporation by giving bond in such amount and with sureties or
otherwise as the Board of Directors may determine.
Section 4.2. Powers. Subject to law, to the certificate of
incorporation and to the other provisions of these by-laws, each officer shall
have, in addition to the duties and powers herein set forth, such duties and
powers as are commonly incident to his office and such additional duties and
powers as the Board of Directors may from time to time designate.
Section 4.3. Election. The officers shall be elected by the
Board of Directors at the first meeting of the Board and annually thereafter. At
any time or from time to time the directors may delegate to any officer their
power to elect or appoint any other officer or any agents.
Section 4.4. Tenure. Each officer shall hold office until his
respective successor is elected and qualified, or until he sooner dies, resigns,
is removed or becomes disqualified. Each agent shall retain his authority at the
pleasure of the directors, or the officer by whom he was appointed or by the
officer who then holds agent appointive power.
Section 4.5. Chairman of the Board of Directors; President and
Vice President. The chairman of the Board, if any, shall have such duties and
powers as shall be designated from time to time by the Board of Directors.
Unless the Board of Directors otherwise specifies, the chairman of the Board, or
if there is none the chief executive officer, shall preside, or designate the
person who shall preside, at all meetings of the stockholders and of the Board
of Directors.
Unless the Board of Directors otherwise specifies, the
president shall be the chief executive officer and shall have direct charge of
all business operations of the Corporation and, subject to the control of the
directors, shall have general charge and supervision of the business of the
Corporation.
Any vice presidents shall have such duties and powers as shall
be set forth in these by-laws or as shall be designated from time to time by the
Board of Directors or by the president.
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Section 4.6. Treasurer and Assistant Treasurers. Unless the
Board of Directors otherwise specifies, the treasurer shall be the chief
financial officer of the Corporation and shall be in charge of its funds and
valuable papers, and shall have such other duties and powers as may be
designated from time to time by the Board of Directors or by the president. If
no controller is elected, the treasurer shall, unless the Board of Directors
otherwise specifies, also have the duties and powers of the controller.
Any assistant treasurers shall have such duties and powers as
shall be designated from time to time by the Board of Directors, the president
or the treasurer.
Section 4.7. Secretary and Assistant Secretaries. The
secretary shall record all proceedings of the stockholders, of the Board of
Directors and of committees of the Board of Directors in a book or series of
books to be kept therefor and shall file therein all actions by written consent
of stockholders or directors. In the absence of the secretary from any meeting,
an assistant secretary, or if there be none or he is absent, a temporary
secretary chosen at the meeting, shall record the proceedings thereof. Unless a
transfer agent has been appointed, the secretary shall keep or cause to be kept
the stock and transfer records of the Corporation, which shall contain the names
and record addresses of all stockholders and the number of shares registered in
the name of each stockholder. He shall have such other duties and powers as may
from time to time be designated by the Board of Directors or the president.
Any assistant secretaries shall have such duties and powers as
shall be designated from time to time by the Board of Directors, the president
or the secretary.
ARTICLE V
RESIGNATIONS AND REMOVALS
Section 5.1. Any director or officer may resign at any time by
delivering his resignation in writing to the chairman of the Board, if any, the
president, or the secretary or to a meeting of the Board of Directors. Such
resignation shall be effective upon receipt unless specified to be effective at
some other time, and without in either case the necessity of it being accepted
unless the resignation shall so state. A director (including persons elected by
directors to fill vacancies in the Board) may be removed from office with or
without cause by the vote of the holders of a majority of the shares issued and
outstanding and entitled to vote in the election of directors. The Board of
Directors may at any time remove any officer either with or without cause. The
Board of Directors may at any time terminate or modify the authority of any
agent. No director or officer resigning and (except where a right to receive
compensation shall be expressly provided in a duly authorized written agreement
with the Corporation) no director or officer removed shall have any right to any
compensation as such director or officer for any period following his
resignation or removal, or any right to damages on account of such removal,
whether his compensation be by the month or by the year or otherwise; unless, in
the case of a resignation, the directors, or, in the case of removal, the body
acting on the removal, shall in their or its discretion provide for
compensation.
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ARTICLE VI
VACANCIES
Section 6.1. If the office of the president or the treasurer
or the secretary becomes vacant, the directors may elect a successor by vote of
a majority of the directors then in office. If the office of any other officer
becomes vacant, any person or body empowered to elect or appoint that officer
may choose a successor. Each such successor shall hold office for the unexpired
term and, in the case of the president, the treasurer and the secretary, until
his successor is chosen and qualified or in each case until he sooner dies,
resigns, is removed or becomes disqualified. Any vacancy of a directorship shall
be filled as specified in Section 3.4 of these by-laws.
ARTICLE VII
CAPITAL STOCK
Section 7.1. Stock Certificates. Each stockholder shall be
entitled to a certificate stating the number and the class and the designation
of the series, if any, of the shares held by him, in such form as shall, in
conformity to law, the certificate of incorporation and the by-laws, be
prescribed from time to time by the Board of Directors. Such certificate shall
be signed by the chairman or vice chairman of the Board, if any, or the
president or a vice president and by the treasurer or an assistant treasurer or
by the secretary or an assistant secretary. Any or all of the signatures on such
certificate may be a facsimile. In case an officer, transfer agent, or registrar
who has signed or whose facsimile signature has been placed upon such
certificate shall have ceased to be such officer, transfer agent, or registrar
before such certificate is issued, it may be issued by the Corporation with the
same effect as if he were such officer, transfer agent, or registrar at the date
of its issue.
Section 7.2. Loss of Certificates. In the case of the alleged
theft, loss, destruction or mutilation of a certificate of stock, the
Corporation may issue a new certificate of stock or uncertificated shares in
place thereof, upon such terms, including receipt from the owner of such
certificate, or his legal representative, of a bond sufficient to indemnify the
Corporation against any claim that may be made against it on account thereof, as
the Board of Directors may prescribe.
ARTICLE VIII
TRANSFER OF SHARES OF STOCK
Section 8.1. Transfer on Books. Subject to the restrictions,
if any, stated or noted on the stock certificate, shares of stock may be
transferred on the books of the Corporation by the surrender to the Corporation
or its transfer agent of the certificate therefor properly endorsed or
accompanied by a written assignment and power of attorney properly
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executed, with necessary transfer stamps affixed, and with such proof of the
authenticity of signature as the Board of Directors or the transfer agent of the
Corporation may reasonably require. Except as may be otherwise required by law,
by the certificate of incorporation or by these by-laws, the Corporation shall
be entitled to treat the record holder of stock as shown on its books as the
owner of such stock for all purposes, including the payment of dividends and the
right to receive notice and to vote or to give any consent with respect thereto
and to be held liable for such calls and assessments, if any, as may lawfully be
made thereon, regardless of any transfer, pledge or other disposition of such
stock until the shares have been properly transferred on the books of the
Corporation.
It shall be the duty of each stockholder to notify the
Corporation of his post office address and any and all changes thereto.
Section 8.2. Record Date and Closing Transfer Books. 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. If no such record date is fixed by the
Board of Directors, the record date for determining the stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held. 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.
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. If no such record date has been fixed by the Board of Directors, the
record date for determining stockholders entitled to consent to corporate action
in writing without a meeting, when no prior action by the Board of Directors is
required by the General Corporation Law of the State of Delaware, shall be the
first date on which a signed written consent setting forth the action taken or
proposed to be taken is delivered to the Corporation by delivery to its
registered office in Delaware by hand or by certified or registered mail, return
receipt requested, to its principal place of business or to an officer or agent
of the Corporation having custody of the book in which proceedings of meetings
of stockholders are recorded. If no record date has been fixed by the Board of
Directors and prior action by the Board of Directors is required by the General
Corporation Law of the State of Delaware, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the day on which the Board of
Directors adopts the resolution taking such prior action.
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 to exercise any rights
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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 payment, exercise or other action. If no such 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.
ARTICLE IX
CORPORATE SEAL
Section 9.1. Subject to alteration by the directors, the seal
of the Corporation shall consist of a flat-faced circular die with the word
"Delaware" and the name of the Corporation cut or engraved thereon, together
with such other words, dates or images as may be approved from time to time by
the directors.
ARTICLE X
EXECUTION OF PAPERS
Section 10.1. Except as the Board of Directors may generally
or in particular cases authorize the execution thereof in some other manner, all
deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other
obligations made, accepted or endorsed by the Corporation shall be signed by the
Chairman of the Board, if any, the president, a vice president or the secretary.
ARTICLE XI
FISCAL YEAR
Section 11.1. The fiscal year of the Corporation shall end on
December 31.
ARTICLE XII
AMENDMENTS
Section 12.1. These by-laws may be adopted, amended or
repealed by vote of a majority of the directors then in office, if such power is
conferred upon the Board by the certificate of incorporation or by law, or by
vote of a majority of the stock outstanding and entitled to vote. Any by-law,
whether adopted, amended or repealed by the stockholders or directors, may be
amended or reinstated by the stockholders or the directors.
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