EXHIBIT 3.2
AMENDED AND RESTATED BY-LAWS
OF
AMERICAN GEOLOGICAL ENTERPRISES, INC.
ARTICLE I
Stockholders
Section 1. Annual Meeting. A meeting of stockholders of the Corporation
shall be held annually at such place within or without the State of Delaware, at
such time and on such date as may from time to time be fixed by the Board of
Directors, for the election of directors and for the transaction of such other
business as may come before the meeting.
Section 2. Special Meetings. Special meetings of stockholders of the
Corporation may be called by the Board of Directors or the President, and shall
be called by the Secretary upon the written request of stockholders of record
holding at least a majority in number of the issued and outstanding shares of
the Corporation entitled to vote at such meeting. Special meetings shall be held
at such places within or without the State of Delaware, at such time and on such
date as shall be specified in the call thereof. At any special meeting, only
such business may be transacted which is related to the purpose or purposes set
forth in the notice of such special meeting.
Section 3. Notice of Meetings. Written notice of each meeting of
stockholders stating the place, date and hour thereof and, unless it is an
annual meeting, the purpose or purposes for which the meeting is called and that
it is being issued by or at the direction of the person or persons calling the
meeting, shall be given personally or by mail, not less than ten nor more than
fifty days before the date of such meeting, to each stockholder entitled to vote
at such meeting.
If mailed, such notice is given when deposited in the United States mail, with
postage thereon prepaid, directed to the stockholder at his or her address as it
appears on the record of stockholders or, if he or she shall have filed with the
Secretary a written request that notices to him or her be mailed to some other
address, then directed to him or her at such other address.
Section 4. Waiver of Notice. Notice of any meeting of stockholders need
not be given to any stockholder who submits a signed waiver of notice, in person
or by proxy, whether before or after the meeting. The attendance of any
stockholder at a meeting in person or by proxy, without protesting prior to the
conclusion of the meeting the lack of notice of such meeting, shall constitute a
waiver of notice by him or her.
Section 5. Adjournment. When any meeting of stockholders is adjourned
to another time or place, it shall not be necessary to give any notice of the
adjourned meeting if the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken, and at the adjourned
meeting any business may be transacted that might have been transacted on the
original date of the meeting. However, if after such adjournment the Board of
Directors fixes a new record date for the adjourned meeting, a notice of the
adjourned meeting shall be given to each stockholder of record on the new record
date entitled to vote at such meeting.
Section 6. Quorum. Except as otherwise provided by law, the holders of
a majority of the shares entitled to vote at any meeting of stockholders, shall
constitute a quorum thereat for the transaction of any business. When a quorum
is once present to organize a meeting, it is not broken by the subsequent
withdrawal of any stockholders. The stockholders present may adjourn a meeting
despite the absence of a quorum.
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Section 7. Proxies. Every stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent without a meeting may authorize
another person or persons to act for him or her by proxy. Every proxy must be
signed by the stockholder or his or her attorney-in-fact. No proxy shall be
valid after the expiration of eleven months from the date thereof unless
otherwise provided in the proxy. Every proxy shall be revocable at the pleasure
of the stockholder executing it, except as otherwise provided by law.
Section 8. Voting. Every stockholder of record shall be entitled at
every meeting of stockholders to one vote for every share standing in his or her
name on the record of stockholders. Directors shall, except as otherwise
required by law, be elected by a plurality of the votes cast at a meeting of
stockholders by the holders of shares entitled to vote in such election.
Whenever any corporate action, other than the election of directors, is to be
taken by vote of the stockholders, it shall, except as otherwise required by
law, be authorized by a majority of the votes cast at a meeting of stockholders
by the holders of shares entitled to vote thereon.
Section 9. Action Without a Meeting. Any action required or permitted
to be taken by stockholders by vote may be taken without a meeting on written
consent, setting forth the action so taken, signed by the holders of all
outstanding shares entitled to vote thereon.
Section 10. Record Date. The Board of Directors may fix, in advance, a
date, which date shall not be more than fifty nor less than ten days before the
date of any meeting of stockholders nor more than fifty days prior to any other
action, as the record date for the purpose of determining the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to or dissent from any proposal
without a
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meeting, or for the purpose of determining stockholders entitled to receive
payment of any dividend or the allotment of any rights, or for the purpose of
any other action. When a determination of stockholders of record entitled to
notice of or to vote at any meeting of stockholders has been made as provided
herein, such determination shall apply to any adjournment thereof, unless the
Board of Directors fixes a new record date for the adjourned meeting.
ARTICLE II
Directors
Section 1. Number and Qualifications. The Board of Directors shall
consist of four members or such other number of members as may be determined by
the Board of Directors. Directors need not be stockholders of the Corporation.
Each of the directors shall be at least eighteen years of age. The directors
shall be divided into two classes, designated "Class A", and "Class B". The
initial composition of the Board of Directors shall be at least three directors
in Class A and at least one director in Class B.
Section 2. Election and Term of Office. Class A directors shall be
elected to hold office for three years and Class B directors shall be elected to
hold office for one year. Each director shall hold office until the expiration
of such term, and until his or her successor has been elected and qualified,
unless he or she shall sooner die, resign or be removed.
Section 3. Meetings. A meeting of the Board of Directors shall be held
for the election of a Chairman of the Board of Directors, for the election of
officers and for the transaction of such other business as may properly come
before such meeting as soon as practicable after the annual meeting of
stockholders. Other regular meetings of the Board of Directors may be held at
such
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times as the Board of Directors may from time to time determine. Special
meetings of the Board of Directors may be called at any time by the President or
by a majority of the directors then in office. Meetings of the Board of
Directors shall be held at the principal office of the Corporation in the State
of Delaware or at such other place within or without the State of Delaware as
may from time to time be fixed by the Board of Directors.
Section 4. Notice of Meetings; Adjournment. No notice need be given of
the first meeting of the Board of Directors after the annual meeting of
stockholders or of any other regular meeting of the Board of Directors, provided
the time and place of such meetings are fixed by the Board of Directors. Notice
of each special meeting of the Board of Directors and of each regular meeting
the time and place of which has not been fixed by the Board of Directors,
specifying the place, date and time thereof, shall be given personally, by mail
or telegraphed to each director at his or her address as such address appears
upon the books of the Corporation at least two business days (Saturdays, Sundays
and legal holidays not being considered business days for the purpose of these
By-Laws) before the date of such meeting. Notice of any meeting need not be
given to any director who submits a signed waiver of notice, whether before or
after the meeting, or who attends the meeting without protesting, prior thereto
or at its commencement, the lack of notice to him or her. Notice of any
directors' meeting or any waiver thereof need not state the purpose of the
meeting. A majority of the directors present, whether or not a quorum is
present, may adjourn any meeting to another time and place. Notice of any
adjournment of a meeting of the Board of Directors to another time or place
shall be given to the directors who were not present at the time of the
adjournment and, unless such time and place are announced at the meeting, to the
other directors.
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Section 5. Quorum; Voting. At any meeting of the Board of Directors, a
majority of the entire Board of Directors shall constitute a quorum for the
transaction of business or of any specified item of business. Except as
otherwise required by law, the vote of a majority of the directors present at
the time of the vote, if a quorum is present at such time, shall be the act of
the Board of Directors.
Section 6. Participation by Telephone. Any one or more members of the
Board of Directors or any committee thereof may participate in a meeting of the
Board of Directors or such committee by means of a conference telephone or
similar communications equipment allowing all persons participating in the
meeting to hear each other at the same time. Participation by such means shall
constitute presence in person at a meeting.
Section 7. Action Without a Meetings. Any action required or permitted
to be taken by the Board of Directors or any committee thereof may be taken
without a meeting if all members of the Board of Directors or such committee
consent in writing to the adoption of a resolution authorizing the action. The
resolution and the written consents thereto by the members of the Board of
Directors or such committee shall be filed with the minutes of the proceedings
of the Board of Directors or such committee.
Section 8. Committees. The Board of Directors, by resolution adopted by
a majority of the entire Board of Directors, may designate from among its
members an Executive Committee and other committees, each consisting of three or
more directors. Each such committee, to the extent provided in such resolution,
shall have all the authority of the Board of Directors, except that no such
committee shall have authority as to the following matters: (a) the submission
to stockholders of any action that needs stockholders' approval pursuant to law,
(b) the filling of
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vacancies in the Board of Directors or in any committee, (c) the fixing of the
compensation of the directors for serving on the Board of Directors or on any
committee, (d) the amendment or repeal of these By-Laws, or the adoption of new
By-Laws, or (e) the amendment or repeal of any resolution of the Board of
Directors which by its terms shall not be so amendable or repealable. The Board
of Directors may designate one or more directors as alternate members of any
such committee, who may replace any absent member or members at any meeting of
such committee. Each such committee shall serve at the pleasure of the Board of
Directors.
Section 9. Removal; Resignation. Any or all of the directors may be
removed for cause by vote of the stockholders, and any of the directors may be
removed for cause by action of the Board of Directors. Any director may resign
at any time, such resignation to be made in writing and to take effect
immediately or on any future date stated in such writing, without acceptance by
the Corporation.
Section 10. Vacancies. Newly created directorships resulting from an
increase in the number of directors and vacancies occurring in the Board of
Directors for any reason may be filled by vote the Board of Directors or by vote
of the stockholders. If any newly created directorship or vacancy is to be
filled by vote of the Board of Directors and the number of directors then in
office is less than a quorum, such newly created directorship or vacancy may be
filled by vote of a majority of the directors then in office. A director elected
to fill a vacancy, unless elected by the stockholders, shall hold office until
the next meeting of stockholders at which the election of directors is in the
regular order of business, and until his or her successor has been elected and
qualified, and any director elected by the stockholders to fill a vacancy shall
hold office for the unexpired term of his or her predecessor unless, in either
case, he or she shall sooner die, resign or be removed.
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ARTICLE III
Officers
Section 1. Election; Qualifications. At the first meeting of the Board
of Directors and as soon as practicable after each annual meeting of
stockholders, the Board of Directors shall elect or appoint a President, a
Secretary and a Treasurer, and may elect or appoint at such time and from time
to time such other officers as it may determine. No officer need be a director
of the Corporation. Any two or more offices may be held by the same person.
Section 2. Term of Office; Vacancies. All officers shall be elected or
appointed to hold office until the meeting of the Board of Directors following
the next annual meeting of stockholders. Each officer shall hold office for such
term and until his or her successor has been elected or appointed and qualified
unless he or she shall earlier resign, die, or be removed. Any vacancy occurring
in any office, whether because of death, resignation or removal, with cause, or
any other reason, shall be filled by the Board of Directors.
Section 3. Removal; Resignation. Any officer may be removed by the
Board of Directors with cause. Any officer may resign his or her office at any
time, such resignation to be made in writing and to take effect immediately or
on any future date stated in such writing, without acceptance by the
Corporation.
Section 4. Powers and Duties of the President. The President shall be
the chief executive, operating and administrative officer of the Corporation and
shall have general charge and supervision of its business, affairs,
administration and operations. The President shall from time to time
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make such reports concerning the Corporation as the Board of Directors may
direct. The President shall preside at all meetings of stockholders and the
Board of Directors. The President shall have such other powers and shall perform
such other duties as may from time to time be assigned to him or her by the
Board of Directors.
Section 5. Powers and Duties of the Secretary. The Secretary shall
record and keep the minutes of all meetings of stockholders and of the Board of
Directors. The Secretary shall attend to the giving and serving of all notices
by the Corporation. The Secretary shall be the custodian of, and shall make or
cause to be made the proper entries in, the minute book of the Corporation and
such books and records as the Board of Directors may direct. The Secretary shall
be the custodian of the seal of the Corporation and shall affix or cause to be
affixed such seal to such contracts, instruments and other documents as the
Board of Directors may direct. The Secretary shall have such other powers and
shall perform such other duties as may from time to time be assigned to him or
her by the Board of Directors.
Section 6. Powers and Duties of the Treasurer. The Treasurer shall be
the custodian of all funds and securities of the Corporation. Whenever required
by the Board of Directors, the Treasurer shall render a statement of the
Corporation's cash and other accounts, and shall cause to be entered regularly
in the proper books and records of the Corporation to be kept for such purpose
full and accurate accounts of the Corporation's receipts and disbursements. The
Treasurer shall at all reasonable times exhibit the Corporation's books and
accounts to any director of the Corporation upon application at the principal
office of the corporation during business hours. The Treasurer shall have such
other powers and shall perform such other duties as may from time to time be
assigned to him or her by the Board of Directors.
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Section 7. Delegation. In the event of the absence of any officer of
the Corporation or for any other reason that the Board of Directors may deem
sufficient, the Board of Directors may at any time and from time to time
delegate all or any part of the powers or duties of any officer to any other
officer or officers or to any director or directors.
ARTICLE IV
Shares
The shares of the Corporation shall be represented by certificates
signed by the President or any Vice-President and by the Secretary, an Assistant
Secretary, the Treasurer or an Assistant Treasurer, and may be sealed with the
seal of the Corporation or a facsimile thereof. Each certificate representing
shares shall state upon the face thereof (a) that the Corporation is formed
under the laws of the State of Delaware, (b) the name of the person or persons
to whom it is issued, (c) the number and class of shares which such certificate
represents and (d) the designation of the series, if any, which such certificate
represents.
ARTICLE V
Execution of Documents
All contracts, instruments, agreements, bills payable, notes, checks,
drafts, warrants or other obligations of the Corporation shall be made in the
name of the Corporation and shall be signed by such officer or officers as the
Board of Directors may from time to time designate.
ARTICLE VI
Seal
The seal of the Corporation shall contain the name of the Corporation,
the words "Corporate Seal", the year of its organization and the word
"Delaware".
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ARTICLE VII
Indemnification
The Corporation shall indemnify any person to the full extent
permitted, and in the manner provided, by the Laws of the State of Delaware, as
the same now exists or may hereafter be amended.
ARTICLE VIII
Fiscal Year
The fiscal year of the Corporation shall end on December 31 of each
year or on such other date as shall be determined by the Board of Directors.
ARTICLE IX
Amendment of By-Laws
Except as otherwise provided by law, these By-Laws may be amended or
repealed, and any new By-Law may be adopted, by vote of the holders of the
shares at the time entitled to vote in the election of any directors or by a
majority of the entire Board of Directors, but any by-law adopted by the Board
of Directors may be amended or repealed by the stockholders entitled to vote
thereon as herein provided.
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