BYLAWS
OF
INTERNET FINANCIAL SERVICES INC.
(A Delaware corporation)
ARTICLE I
Meeting of Stockholders
SECTION 1. Annual Meeting. The annual meeting of the
stockholders of INTERNET FINANCIAL SERVICES INC. (hereinafter, the
"Corporation") for the election of directors and for the transaction of such
other proper business shall be held on such date and at such time as may be
fixed by the Board of Directors or, if no date and time are so fixed, on the
first Thursday in March of each year at the office of the Corporation or at such
other place and at such hour as shall be designated by the Board of Directors
or, if no such time be fixed, then at 10:00 a.m.
SECTION 2. Special Meetings. Special meetings of the
stockholders, unless otherwise prescribed by statute, may be called at any time
by the Board of Directors or by the holder or holders of more than a majority of
the outstanding shares of Common Stock entitled to vote at such meeting.
SECTION 3. Notice of Meetings. Written notice of each meeting
of the stockholders, which shall state the place, date and hour of the meeting
and the purpose or purposes for which it is called, shall be given not less than
ten nor more than sixty days before the date of such meeting to each stockholder
entitled to vote at such meeting, and if mailed, it shall be
deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the Corporation. Any
such notice for any meeting other than the annual meeting shall indicate that it
is being issued at the direction of the Board. Whenever notice is required to be
given, a written waiver thereof signed by the stockholder entitled thereto,
whether before or after the time stated therein, shall be deemed equivalent to
notice. Attendance of a stockholder at a meeting shall constitute a waiver of
notice of such meeting, except when the stockholder attends a meeting for the
express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. When a meeting is adjourned to another time or place, notice need not
be given of the adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken. If the adjournment is for more
than thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.
SECTION 4. Quorum. At any meeting of the stockholders, the
holders of the majority of the shares, issued and outstanding and entitled to
vote, shall be present in person or represented by proxy in order to constitute
a quorum for the transaction of any business. In the absence of a quorum, the
holders of a majority of the shares present in person or represented by proxy
and entitled to vote may adjourn the meeting from time to time. At any such
adjourned meeting at which a quorum may be present, the Corporation may transact
any business which might have been transacted at the original 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
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neither be entitled to vote nor be counted for quorum purposes; provided,
however, that the foregoing shall not limit the right of the Corporation to vote
stock, including but not limited to its own stock, held by it in a fiduciary
capacity.
SECTION 5. Organization. At each meeting of the stockholders,
the President or, in his absence or inability to act, a Vice President of the
Corporation or, in his absence or inability to act, any person chosen by the
majority of those stockholders present in person or represented by proxy shall
act as chairman of the meeting. The Secretary or, in his absence or inability to
act, any person appointed by the chairman of the meeting shall act as secretary
of the meeting and keep the minutes thereof.
SECTION 6. Order of Business. The order of business at all
meetings of the stockholders shall be as determined by the chairman of the
meeting.
SECTION 7. Voting. Unless otherwise provided in the
Certificate of Incorporation and subject to Section 213 of the General
Corporation Law of the State of Delaware regarding fixing the date for the
determination of stockholders of record, each stockholder shall be entitled to
one vote for each share of capital stock held by such stockholder.
Each stockholder entitled to vote at a meeting of stockholders
or to express consent or dissent to corporate action in writing without a
meeting may authorize another person or persons to act for him by proxy. Any
such proxy shall be delivered to the secretary of such meeting at or prior to
the time designated in the order of business for so delivering such proxies.
Directors shall be elected by a plurality of the votes of the
shares present in person or represented by proxy at the meeting and entitled to
vote on the election of directors. Except as otherwise required by statute, by
the Certificate of Incorporation, or by these Bylaws, a
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majority of the votes cast at a meeting of the stockholders shall be necessary
to authorize any other corporate action to be taken by vote of the stockholders.
Unless required by statute or determined by the chairman of the meeting to be
advisable, the vote on any question need not be by ballot. On a vote by ballot,
each ballot shall be signed by the stockholder voting, or by his proxy if there
be such proxy, and shall state the number of shares voted.
SECTION 8. List of Stockholders. The officer who has charge of
the stock ledger of the Corporation shall prepare and make, at least ten days
before every meeting of stockholders, a complete list of the stockholders,
arranged in alphabetical order, and showing the address of each stockholder and
the number of shares registered in the name of each stockholder. Such list shall
be open to the examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten days prior
to the meeting, either at a place within the city or other municipality or
community where the meeting is to be held, which place shall be specified in the
notice of the meeting, or if not so specified, at the place where the meeting is
to be held. The list shall also be produced and kept at the time and place of
the meeting during the whole time thereof, and may be inspected by any
stockholder who is present. The stock ledger shall be the only evidence as to
who are the stockholders entitled to examine the stock ledger, the list required
by this section or the books of the Corporation, or to vote at any meeting of
stockholders.
SECTION 9. Inspectors. The Board may, but need not, in advance
of any meeting of stockholders, appoint one or more inspectors of election to
act at such meeting or any adjournment thereof. If an inspector or inspectors
shall not be so appointed the chairman of the meeting may, but need not, appoint
one or more inspectors. In case any person who may be
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appointed as an inspector fails to appear or act, the vacancy may be filled by
appointment made by the Board in advance of the meeting or at the meeting by the
chairman of the meeting. Each inspector, if any, 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 number of 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 chairman of the meeting or any stockholder
entitled to vote thereat, the inspector or inspectors, if any, shall make a
report in writing of any challenge, question or matter determined by him or them
and shall execute a certificate of any fact found by him or them. No director or
candidate for the office of director shall act as an inspector of an election of
directors. Inspectors need not be stockholders. Except as otherwise required by
subsection (e) of Section 231 of the General Corporation Law of the State of
Delaware, the provisions of that Section shall not apply to the Corporation.
SECTION 10. Consent of Stockholders in Lieu of Meeting. Any
action required or permitted to be taken at any annual or special meeting of
stockholders of the Corporation 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
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such action at a meeting at which all shares entitled to vote thereon were
present and voted. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.
ARTICLE II
Board of Directors
SECTION 1. General Powers. The business and affairs of the
Corporation shall be managed by or under the direction of a Board of Directors.
The Board may exercise all such authority and powers of the Corporation and do
all such lawful acts and things as are not by statute or the Certificate of
Incorporation directed or required to be exercised or done by the stockholders.
SECTION 2. Number, Qualifications, Election and Term of
Office. The Board of Directors shall consist of at least one, but no more than
nine Directors, as determined by a majority vote of the entire Board of
Directors. Each director shall hold office until the annual meeting of
stockholders of the Corporation next succeeding his election and until his
successor is duly elected and qualified. Directors need not be stockholders. The
Board of Directors, by the vote of a majority of the entire Board, may increase
the number of Directors to a number not exceeding nine. The Board of Directors,
by the vote of a majority of the entire Board, may decrease the number of
Directors to a number not less than one but any such decrease shall not affect
the term of office of any Director. Vacancies occurring by reason of any such
increase shall be filled in accordance with Section 13 of this Article II.
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SECTION 3. Place of Meeting. The Board of Directors shall hold
its meetings at such place, within or without the State of Delaware, as it may
from time to time determine or as shall be specified in the notice of any such
meeting.
SECTION 4. Annual Meeting. The Board shall meet for the
purpose of organization, the election of officers and the transaction of other
business as soon as practicable after each annual meeting of the stockholders,
on the same day and at the same place where such annual meeting shall be held.
Notice of such meeting need not be given. Such meeting may be held at any other
time or place, within or without the State of Delaware, which shall be specified
in a notice thereof given as hereinafter provided in Section 7 of this Article
II.
SECTION 5. Regular Meetings. Regular meetings of the Board
shall be held at such time as the Board may fix. If any day fixed for a regular
meeting shall be a legal holiday at the place where the meeting is to be held,
then the meeting which would otherwise be held on that day shall be held at the
same hour on the next succeeding business day. Notice of regular meetings of the
Board need not be given except as otherwise required by statute or these Bylaws.
SECTION 6. Special Meetings. Special meetings of the Board may
be called by the President or by a majority of the entire Board.
SECTION 7. Notice of Meetings. Notice of each special meeting
of the Board (and of each regular meeting for which notice shall be required)
shall be given by the Secretary as hereinafter provided in this Section 7, in
which notice shall be stated the time and place of the meeting. Except as
otherwise required by these Bylaws, such notice need not state the purposes of
such meeting. Notice of each such meeting shall be mailed, postage prepaid, to
each director, addressed to him at his residence or usual place or business, by
first-class mail, at least five (5)
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days before the day on which such meeting is to be held, or shall be sent
addressed to him at such place by telegraph, telex, cable or wireless, or be
delivered to him personally, by facsimile or by telephone, at least 24 hours
before the time at which such meeting is to be held. A written waiver of notice,
signed by the director entitled to notice, whether before or after the time
stated therein, shall be deemed equivalent to notice. Attendance by a director
at a meeting shall constitute a waiver of notice of such meeting, except when
the director attends a meeting for the express purpose of objecting at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.
SECTION 8. Quorum and Manner of Acting. Except as herein
provided, a majority of the entire Board shall be present in order to constitute
a quorum for the transaction of business at such meeting; and, except as
otherwise required by the Certificate of Incorporation or these Bylaws, the act
of a majority of the directors present at any meeting at which a quorum is
present shall be the act of the Board. In the absence of a quorum at any meeting
of the Board, a majority of the directors present thereat may adjourn such
meeting to another time and place. Notice of the time and place of any such
adjourned meeting shall be given to the directors who were not present at the
time of the adjournment and, unless such time and place were announced at the
meeting at which the adjournment was taken, to the other directors. At any
adjourned meeting at which a quorum is present, any business may be transacted
which might have been transacted at the meeting as originally called. The
directors shall act only as a Board and the individual directors shall have no
power as such.
SECTION 9. Action Without a Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if all members
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of the Board consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board.
SECTION 10. Telephonic Participation. Members of the Board of
Directors may participate in a meeting of the Board by means of conference
telephone or similar communications equipment allowing all persons participating
in the meeting to hear each other at the same time. Participation in such a
meeting shall constitute presence in person at such meeting.
SECTION 11. Organization. At each meeting of the Board, the
President or, in his absence of inability to act, another director chosen by a
majority of the directors present shall act as chairman of the meeting and
preside thereat. The Secretary or, in his absence or inability to act, any
person appointed by the chairman shall act as secretary of the meeting and keep
the minutes thereof.
SECTION 12. Resignations. Any director may resign at any time
upon written notice to the Corporation. Any such resignation shall take effect
at the time specified therein or, if the time when it shall become effective
shall not be specified therein, immediately upon its receipt; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
SECTION 13. Vacancies. Vacancies and newly created
directorships resulting from any increase in the authorized number of directors
may be filled by a majority of the directors then in office, although less than
a quorum, or by a sole remaining director. If there are no directors in office,
then a special meeting of stockholders for the election of directors may be
called and held in the manner provided by statute. If, at the time of filling
any vacancy or any newly created directorship, the directors then in office
shall constitute less than a majority of the
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whole Board (as constituted immediately prior to any such increase), the Court
of Chancery may, upon application of any stockholder of stockholders holding at
least ten person of the total number of the shares at the time outstanding
having the right to vote for such directors, summarily order an election to be
held to fill any such vacancies or newly created directorships, or to replace
the directors chosen by the directors then in office, in the manner provided by
statute. 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 so resigned, shall have power to fill such vacancy or vacancies, the vote
thereon to take effect when such resignation or resignations shall become
effective, and each director so chosen shall hold office until the next election
of directors and until their successors shall be elected and qualified.
SECTION 14. Removal of Directors. Any director or the entire
Board of Directors may be removed, either with or without cause, at any time, by
the affirmative vote of the holders of record of a majority of the issued and
outstanding stock entitled to vote for the election of directors of the
Corporation given at a special meeting of the stockholders called and held for
such purpose; and the vacancy or vacancies in the Board caused by such removal
may be filled by such stockholders at such meeting, or, if the stockholders
shall fail to fill such vacancy or vacancies, as provided by these Bylaws.
SECTION 15. Compensation. The Board of Directors shall have
authority to fix the compensation, including fees and reimbursement of expenses,
of directors for services to the Corporation in any capacity.
ARTICLE III
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Executive and Other Committees
SECTION 1. Executive and Other Committees. The Board 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. The Board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence of disqualification of any member of
such committee or committees, the member or members thereof present at any
meeting and not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another member of the Board 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, shall have and may exercise
all the powers and authority of the Board in the management of the business and
affairs of the Corporation with the exception of any authority the delegation of
which is prohibited by Section 141 of the General Corporation Law of the State
of Delaware, and may authorize the seal of the Corporation to be affixed to all
papers which may require it. Each committee shall keep written minutes of its
proceedings and shall report such minutes to the Board when required.
SECTION 2. General. A majority of any committee may determine
its action and fix the time and place of its meetings unless the Board shall
otherwise provide. Notice of such meeting shall be given to each member of the
committee in the manner provided for in Article II, Section 7. The Board shall
have power at any time to fill vacancies in, to change the membership of, or to
dissolve any such committee. Nothing herein shall be deemed to prevent the Board
from appointing one or more committees consisting in whole or in part of persons
who are not directors
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of the Corporation; provided, however, that no such committee shall have or may
exercise any authority of the Board.
SECTION 3. Action Without a Meeting. Any action required or
permitted to be taken at any meeting by any committee may be taken without a
meeting if all of the members of the committee consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the
committee.
SECTION 4. Telephone Participation. Members of a committee may
participate in a meeting by means of conference telephone or similar
communications equipment allowing all persons participating in the meeting to
hear each other at the same time. Participation by such means shall constitute
presence in person at the meeting.
ARTICLE IV
Officers
SECTION 1. Number and Qualifications. The officers of the
Corporation shall include the Chairman, the President, the Treasurer and the
Secretary. Any number of offices may be held by the same person. Such officers
shall be elected from time to time by the Board. Each officer shall hold his
office until his successor is elected and qualified or until his earlier
resignation or removal. The Board may from time to time elect such other
officers (including one or more Vice Presidents (including Executive Vice
Presidents and Senior Vice Presidents), one or more Assistant Treasurers and one
or more Assistant Secretaries) and such agents as may be necessary or desirable
for the business of the Corporation. Such other officers and agents shall have
such duties and shall hold their offices for such terms as may be prescribed by
the Board.
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SECTION 2. Resignations. Any officer may resign at any time
upon written notice to the Corporation. Any such resignation shall take effect
at the time specified therein or, if the time when it shall become effective
shall not be specified therein, immediately upon its receipt; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
SECTION 3. Removal. Any officer or agent of the corporation
may be removed, either with or without cause, at any time, by the Board at any
meeting of the Board.
SECTION 4. Vacancies. Any vacancy occurring in any office of
the Corporation by death, resignation, removal or otherwise, shall be filled for
the unexpired portion of the term of the office which shall be vacant, in the
manner prescribed in these Bylaws for the regular election to such office.
SECTION 5A. The Chairman. The Chairman shall be the Chairman
of the Board of Directors and, so long as he is present, shall preside at all
meetings of the Board of Directors and at all meetings of the stockholders. In
addition, unless otherwise provided by the resolution of the Board of Directors
electing the Chairman, the Chairman shall be the Chief Executive Officer and, in
such capacity, have the duty of general and active management of the business
and affairs of the Corporation and general and active supervision and direction
over the other officers, agents and employees and shall see that their duties
are properly performed subject, however, to the control of the Board of
Directors. He shall perform all duties incident to the office of Chairman and
such other duties as from time to time may be assigned to him by the Board of
Directors or these By-Laws.
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SECTION 5B. The President. The President shall be the Chief
Operating Officer of the Corporation and shall perform his duties, subject,
however, to the control of the Chairman and the Board of Directors. He shall
perform all duties incident to the office of President and such other duties as
from time to time may be assigned to him by the Chairman, the Board of
Directors, or these By-Laws.
SECTION 6. Vice Presidents. Each Vice President, including any
Executive Vice President, shall have such powers and perform such duties as from
time to time may be assigned to him by the Board.
SECTION 7. The Treasurer. The Treasurer shall
(a) have charge and custody of, and be
responsible for, all the funds and securities of the
Corporation;
(b) keep full and accurate accounts of
receipts and disbursements in books belonging to the
Corporation;
(c) cause all monies and other valuables to
be deposited to the credit of the Corporation in such
depositories as may be designated by the Board;
(d) receive, and give receipts for, monies
due and payable to the Corporation from any source whatsoever;
(e) disburse the funds of the Corporation
and supervise the investment of its funds as ordered or
authorized by the Board, taking proper vouchers therefor; and
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(f) in general, have all the powers and
perform all the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him
by the Board or the President.
SECTION 8. The Secretary. The Secretary shall
(g) record the proceedings of the meetings
of the stockholders and directors in a minute book to be kept
for that purpose;
(h) see that all notices are duly given in
accordance with the provisions of these Bylaws and as required
by law;
(i) be custodian of the records and the
seal of the Corporation and affix and attest the seal to all
stock certificates of the Corporation (unless the seal of the
Corporation on such certificates shall be a facsimile, as
hereinafter provided) and affix and attest the seal to all
other documents to be executed on behalf of the Corporation
under its seal;
(j) see that the books, reports,
statements, certificates and other documents and records
required by law to be kept and filed are properly kept and
filed; and
(k) in general, have all the powers and
perform all the duties incident to the office of Secretary and
such other duties as from time to time may be assigned to him
by the Board or the President.
SECTION 9. Officers' Bonds or Other Security. The Corporation
may secure the fidelity of any or all of its officers or agents by bond or
otherwise, in such amount and with such surety or sureties as the Corporation
may require.
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SECTION 10. Compensation. The compensation of the officers of
the Corporation for their services as such officers shall be fixed from time to
time by the Board; provided, however, that the Board may delegate to the
President the power to fix the compensation of officers and agents. An officer
of the Corporation shall not be prevented from receiving compensation by reason
of the fact that he is also a director of the Corporation, but any such officer
who shall also be a director (except in the event there is only one director of
the Corporation) shall not have any vote in the determination of the amount of
compensation paid to him.
ARTICLE V
Shares, etc.
SECTION 1. Stock Certificates. Every holder of stock in the
Corporation shall be entitled to have a certificate signed by, or in the name
of, the Corporation by the President or a Vice President, and by the Treasurer
or an Assistant Treasurer, or the Secretary or an Assistant Secretary,
certifying the number of shares owned by him in the Corporation. Any or all of
the signatures on the certificate may be a facsimile. In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon such certificate shall have ceased to be such officer, transfer
agent or registrar before such certificate is issued, it may nevertheless be
issued by the Corporation with the same effect as if he were such officer,
transfer agent or registrar at the date of issue.
SECTION 2. Books of Account and Record of Stockholders. The
books and records of the Corporation may be kept at such places, within or
without the State of Delaware,
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as the Board of Directors may from time to time determine. The stock record
books and the blank stock certificates shall be kept by the Secretary or by any
other officer or agent designated by the Board of Directors.
SECTION 3. Transfer of Shares. Transfers of shares of stock of
the Corporation shall be made on the stock records of the Corporation only upon
authorization by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary or
with a transfer agent or transfer clerk, and on surrender of the certificate or
certificates for such shares properly endorsed or accompanied by a duly executed
stock transfer power and the payment of all taxes thereon. Except as otherwise
provided by law, the Corporation shall be entitled to recognize the exclusive
right of a person in whose name any share or shares stand on the record of
stockholders as the owner of such share or shares for all purposes, including,
without limitation, the rights to receive dividends or other distributions, and
to vote as such owner, and the Corporation may hold any such stockholder of
record liable for calls and assessments and the Corporation shall not be bound
to recognize any equitable or legal claim to or interest in any such share or
shares on the part of any other person whether or not it shall have express or
other notice thereof. Whenever any transfers of shares shall be made for
collateral security and not absolutely, and both the transferor and transferee
request the Corporation to do so, such fact shall be stated in the entry of the
transfer.
SECTION 4. Regulations. The Board may make such additional
rules and regulations, not inconsistent with these Bylaws, as it may deem
expedient concerning the issue, transfer and registration of certificates for
shares of stock of the Corporation. It may appoint, or authorize any officer or
officers to appoint, one or more transfer agents or one or more transfer
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clerks and one or more registrars and may require all certificates for shares of
stock to bear the signature or signatures of any of them.
SECTION 5. Fixing of Record Date. In order that the
Corporation may determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or entitled to express
consent to corporate action in writing without a meeting, or entitled to receive
payment of any dividend or other distribution or allotment of any rights or 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, in advance, a record date, which shall (i) not
be more than sixty nor less than ten days before the date of such meeting, (ii)
not be more than ten days after the date upon which the resolution fixing the
record date for consent to corporate action in writing is adopted by the Board
of Directors, and (iii) not be more than sixty days prior to such payment,
exercise of rights or such other action.
SECTION 6. Lost, Stolen or Destroyed Stock Certificates. The
holder of any certificate representing shares of stock of the Corporation shall
immediately notify the Corporation of any loss, destruction or mutilation of
such certificate, and the Corporation may issue a new certificate of stock in
the place of any certificate theretofore issued by it, alleged to have been
lost, stolen or destroyed, and the Corporation may, in its discretion, require
the owner of the lost, stolen or destroyed certificate, or his legal
representative, to give the Corporation a bond sufficient, as the Corporation in
its absolute discretion shall determine, to indemnify the Corporation against
any claim that may be made against it on account of the alleged loss, theft or
destruction of any such certificate or the issuance of such new certificate.
Anything herein to the
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contrary notwithstanding, the Corporation, in its absolute discretion, may
refuse to issue any such new certificate, except pursuant to judicial
proceedings under the laws of the State of Delaware.
ARTICLE VI
Contracts, Checks, Drafts, Bank Accounts, Etc.
SECTION 1. Execution of Contracts. Except as otherwise
required by statute, the Certificate of Incorporation or these Bylaws, any
contract or other instrument may be executed and delivered in the name and on
behalf of the Corporation by such officer or officers (including any assistant
officer) of the Corporation as the Board may from time to time direct. Such
authority may be general or confined to specific instances as the Board may
determine. Unless authorized by the Board or expressly permitted by these
Bylaws, no officer, agent or employee shall have any power or authority to bind
the Corporation by any contract or engagement or to pledge its credit or to
render it pecuniarily liable for any purpose or to any amount.
SECTION 2. Loans. Unless the Board shall otherwise determine,
the President or any Vice President may effect loans and advances at any time
for the Corporation from any bank, trust company or other institution, or from
any firm, corporation or individual, and for such loans and advances may make,
execute and deliver promissory notes, bonds or other certificates or evidences
of indebtedness of the Corporation, but no officer or officers shall mortgage,
pledge, hypothecate or transfer any securities or other property of the
Corporation other than in connection with the purchase of chattels for use in
the Corporation's operations, except when authorized by the Board.
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SECTION 3. Checks, Drafts, etc. All checks, drafts, bills of
exchange or other orders for the payment of money out of the funds of the
Corporation, and all notes or other evidence of indebtedness of the Corporation,
shall be signed in the name and on behalf of the Corporation by such persons and
in such manner as shall from time to time be authorized by the Board.
SECTION 4. Deposits. All funds of the Corporation not
otherwise employed shall be deposited from time to time to the credit of the
Corporation in such banks, trust companies or other depositories as the Board
may from time to time designate or as may be designated by any officer or
officers of the Corporation to whom such power of designation may from time to
time be delegated by the Board. For the purpose of deposit and for the purpose
of collection for the account of the Corporation, checks, drafts and other
orders for the payment of money which are payable to the order of the
Corporation may be endorsed, assigned and delivered by any officer or agent of
the Corporation.
SECTION 5. General and Special Bank Accounts. The Board may
from time to time authorize the opening and keeping of general and special bank
accounts with such banks, trust companies or other depositories as the Board may
designate or as may be designated by any officer or officers of the Corporation
to whom such power of designation may from time to time be delegated by the
Board. The Board may make such special rules and regulations with respect to
such bank accounts, not inconsistent with the provisions of these Bylaws, as it
may deem expedient.
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ARTICLE VII
Offices
SECTION 1. Registered Office. The registered office and
registered agent of the Corporation will be as specified in the Certificate of
Incorporation of the Corporation.
SECTION 2. Other Offices. The Corporation may also have such
offices, both 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 VIII
Fiscal Year
The fiscal year of the Corporation shall be so determined by
the Board of Directors.
ARTICLE IX
Seal
The seal of the Corporation shall be circular in form, shall
bear the name of the Corporation and shall include the words and numbers
"Corporate Seal", "Delaware" and the year of incorporation.
ARTICLE X
Indemnification
SECTION 1. General. Each person who was or is a party or is
threatened to be made a party to or is involved in any threatened, pending or
completed action, suit or proceeding,
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whether civil, criminal, administrative or investigative (hereinafter a
"Proceeding"), by reason of the fact that he or she, or a person of whom he or
she is or was the legal representative, is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such Proceeding is an alleged
action in an official capacity as a director, officer, employee or agent or in
any other capacity while serving as a director, officer, employee or agent,
shall be indemnified and held harmless by the Corporation to the fullest extent
authorized by the General Corporation Law of the State of Delaware, as the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior
to such amendment), against all expenses, liabilities and losses (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement), actually and reasonably incurred or suffered
by such person in connection therewith and such indemnification shall continue
as to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of his or her heirs, executors and administrators;
provided, however, that, except as provided in Section 2 of this Article X, the
Corporation shall indemnify any such person seeking indemnification in
connection with a Proceeding (or part thereof) initiated by such person only if
such Proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation. The right to indemnification conferred in this Article X shall
be a contract right and shall include the right to be paid by the Corporation
the expenses incurred in defending any such Proceeding in advance of its final
disposition; provided, however,
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that, if the General Corporation Law of the State of Delaware requires the
payment of such expenses incurred by a director or officer in his or her
capacity as a director or officer, (and not in any other capacity in which
service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of a Proceeding, such advancement shall be made only
upon delivery to the Corporation of an undertaking, by or on behalf of such
director or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Article X or otherwise. The Corporation may, by action of its Board of
Directors, provide indemnification to employees and agents of the Corporation
with the same scope and effect as the foregoing indemnification of directors and
officers.
SECTION 2. Claims. If a claim under Section 1 of this Article
X is not paid in full by the Corporation within thirty days after a written
claim has been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim and, if successful as a whole or in part, the claimant also shall be
entitled to be paid the expense of prosecuting such claim. It shall be a defense
to any such action (other than an action brought to enforce a claim for expenses
incurred by defending any Proceeding in advance of its final disposition where
the required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standards of conduct which make
it permissible under the General Corporation Law of the State of Delaware for
the Corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior
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to the commencement of such action that indemnification of the claimant is
proper in the circumstances because he or she has met the applicable standard of
conduct set forth in the General Corporation Law of the State of Delaware, nor
an actual determination by the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) that the claimant has not met
such applicable standard of conduct, shall not create a presumption that the
claimant has not met the applicable standard of conduct.
SECTION 3. Non-Exclusivity of Rights. The right to
indemnification and the payment of expenses incurred in defending a Proceeding
in advance of its final disposition conferred in this Article X shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of the Certificate of Incorporation, these Bylaws,
agreement, vote of stockholders or disinterested directors, or otherwise.
SECTION 4. Insurance. The Corporation may maintain insurance,
at its expense, to protect itself and 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
such expense, liability or loss, whether or not the Corporation would have the
power to indemnify such person against such expense, liability or loss under the
General Corporation Law of the State of Delaware.
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ARTICLE XI
Amendment
The Bylaws may be adopted, amended, or repealed by vote of the
holders of a majority of the shares of stock at the time entitled to vote in the
election of directors, except as otherwise provided in the Certificate of
Incorporation. The Bylaws may also be adopted, amended or repealed by the Board
of Directors, but any Bylaw adopted by the Board of Directors may be amended,
repealed or altered by the stockholders entitled to vote thereon as herein
provided.
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