EXHIBIT 3.12
As adopted by the Board of Directors
on November 17, 1987
HMC PATENTS HOLDING COMPANY, INC.
(A Delaware Corporation)
BY-LAWS
TABLE OF CONTENTS
ARTICLE I
STOCKHOLDERS
Page
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Section l. Annual Meetings ............................................. 1
Section 2. Special Meetings ............................................ 1
Section 3. Notice of Meetings; Waiver .................................. 2
Section 4. Quorum ...................................................... 2
Section 5. Voting ...................................................... 3
Section 6. Voting by Ballot ............................................ 3
Section 7. Adjournment ................................................. 3
Section 8. Proxies ..................................................... 3
Section 9. Organization; Procedure ..................................... 4
Section 10. Inspectors of Election ...................................... 4
Section 11. Consent of Stockholders in Lieu
of Meeting ................................................. 5
ARTICLE II
BOARD OF DIRECTORS
Section 1. General Powers .............................................. 5
Section 2. Number ...................................................... 5
Section 3. Election and Term of Directors .............................. 5
Section 4. Regular Meetings ............................................ 6
Section 5. Special Meetings; Notice .................................... 6
Section 6. Quorum; Voting .............................................. 6
Section 7. Adjournment ................................................. 7
Section 8. Action without a Meeting .................................... 7
Section 9. Regulations; Manner of Acting ............................... 7
Section 10. Action by Telephonic Communications ......................... 7
Section 11. Resignations ................................................ 7
Section 12. Removal of Directors 8
Section 13. Vacancies and Newly Created
Directorships ............................................. 8
Section 14. Compensation ................................................ 8
Section 15. Reliance on Accounts and Reports, etc. ...................... 8
(i)
ARTICLE III
EXECUTIVE COMMITTEE AND OTHER COMMITEES
Page
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Section 1. How Constituted .............................................. 9
Section 2. Powers ....................................................... 9
Section 3. Proceedings .................................................. 10
Section 4. Quorum and Manner of Acting .................................. 10
Section 5. Resignations ................................................. 10
Section 6. Removal ...................................................... 10
Section 7. Vacancies .................................................... 10
ARTICLE IV
OFFICERS
Section 1. Number ....................................................... 11
Section 2. Election ..................................................... 11
Section 3. Salaries ....................... ............................. 11
Section 4. Removal and Resignation, Vacancies ........................... 11
Section 5. Authority and Duties of Officers ............................. 11
Section 6. The Chairman ................................................. 12
Section 7. The President ................................................ 12
Section 8. The Vice Presidents .......................................... 12
Section 9. The Secretary ................................................ 12
Section 10. The Treasurer ................................................ 14
Section 11. Additional Officers .......................................... 15
Section 12. Security ..................................................... 15
ARTICLE V
CAPITAL STOCK
Section 1. Certificates of Stock ........................................ 15
Section 2. Partly Paid Shares ........................................... 15
Section 3. Facsimile Signatures, etc. ................................... 16
Section 4. Lost, Stolen or Destroyed Certificates ....................... 16
Section 5. Transfers of Stock ........................................... 16
Section 6. Record Date .................................................. 16
Section 7. Registered Stockholders ...................................... 17
Section 8. Transfer Agent and Registrar ................................. 17
(ii)
ARTICLE VI
INDEMNIFICATION
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Section 1. Indemnification of Directors, officers, etc. ................ 17
ARTICLE VII
OFFICES
Section 1. Registered Office ........................................... 18
Section 2. Other Offices ............................................... 18
ARTICLE VIII
GENERAL PROVISIONS
Section 1. Dividends ................................................... 18
Section 2. Reserves .................................................... 19
Section 3. Execution of Instruments .................................... 19
Section 4. Deposits .................................................... 19
Section 5. Checks, Drafts, etc. ........................................ 19
Section 6. Sale, Transfer, etc., of Securities ......................... 19
Section 7. Voting as Stockholder ....................................... 19
Section 8. Fiscal Year ................................................. 20
Section 9. Seal ........................................................ 20
Section 10. Books and Records; Inspection ............................... 20
ARTICLE IX
AMENDMENT OF BY-LAWS
Section 1. Amendment .................................................... 20
(iii)
HMC PATENTS HOLDING COMPANY, INC.
B Y - L A W S
ARTICLE I
STOCKHOLDERS
Section 1. Annual Meetings. The annual meetings of the stockholders of the
Corporation for the election of Directors and the transaction of such other
business as may properly come before such meeting shall be held at the principal
office of the Corporation, at 1:00 PM local time on the 3rd Tuesday in April
(or, if such day is a legal holiday, then on the next succeeding
business day) or at such other place (within or without the State of Delaware)
or such other date and hour, as may be fixed from time to time by the Board of
Directors and set forth in the Notice or waiver of notice of such meeting.
[(Sections 211(a), (b)]*
Section 2. Special Meetings. Special meetings of the stockholders may be
called at any time by the Chairman or the President (or, in their absence or
disability, by any Vice President), or by the Board of Directors. A special
meeting shall be called by the Chairman or the President (or, in their absence
or disability, by any Vice President), or by the Secretary, immediately upon
receipt of a written request by stockholders holding in the aggregate not less
than 10% of the outstanding shares of the Corporation at the time entitled to
vote at any meeting of the stockholders. If such officers shall fail to call
such meeting within 20 days after receipt of such request, any stockholder
executing such request may call such meeting. Special meetings of the
stockholders shall be held at such places, within or without the State of
Delaware, as shall be specified in the respective notices or waivers of notice
thereof. (Section 211(d)]
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* Citations are to the General Corporation Law of Delaware and are
inserted for reference only and do not constitute a part of the By-Laws.
Section 3. Notice of Meetings; Waiver. The Secretary or any Assistant
Secretary shall cause written notice of the place, date and hour of each
meeting of the stockholders, and, in the case of a special meeting, the purpose
or purposes for which such meeting is called, to be given personally or by mail,
not less than ten nor more than sixty days before the date of such meeting, to
each stockholder of record entitled to vote at such meeting. Such further notice
shall be given as may be required by law.
If such notice is mailed, it shall be deemed to have been given to a
stockholder when deposited in the United States mail, postage prepaid, directed
to the stockholder at his address as it appears on the record of stockholders of
the Corporation, or, if he shall have filed with the Secretary of the
Corporation a written request that notices to him be mailed to some other
address, then directed to him at such other address.
No notice of any meeting of stockholders need be given to any stockholder
who submits a signed waiver of notice, whether before or after such meeting.
Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the stockholders need the specified in any written waiver of
notice. The attendance of any stockholder at a meeting of stockholders shall
constitute a waiver of notice of such meeting, except when the stockholder
attends a meeting for the express purpose for objecting, at the beginning of the
meeting, to the transaction of any business on the ground that the meeting is
not lawfully called or convened.
Except as set forth in Section 1.07 of these By-Laws, notice of any
adjourned meeting of the stockholders of the Corporation need not be given.
[Sections 222, 229]
Section 4. Quorum. Except as otherwise required by law or by the
Certificate of Incorporation, the presence in person or by proxy of the holders
of record of a majority of the shares of stock entitled to vote at any meeting
shall constitute a quorum for the transaction of business at such meeting. When
a quorum is once present to organize a meeting, it is not broken by the
subsequent withdrawal of any stockholders.
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Section 5. Voting. Every holder of record of shares entitled to vote at a
meeting of stockholders shall be entitled to one vote for each share standing in
his name on the books of the Corporation on the record date fixed pursuant to
Section 5.06 of these By-Laws. Except as otherwise required by law or by the
Certificate of Incorporation, the vote of a majority of the shares represented
at any meeting of which a quorum is present shall be sufficient for the
transaction of any business at such meeting. [Section 216]
Section 6. Voting by Ballot. No vote of the stockholders need be taken by
written ballot, unless otherwise required by statute. Any vote which need not be
taken by ballot may be conducted in any manner approved by the meeting.
Section 7. Adjournment. If a quorum is not present at any meeting of the
stockholders, the stockholders present in person or by proxy shall have the
power to adjourn any such meeting from time to time until a quorum is present,
without notice other than announcement at any such meeting of the place, date
and hour to which such meeting is adjourned. However, if the adjournment is for
more than thirty days, or if after the adjournment the Board of Directors fixes
a new record date for the adjourned meeting pursuant to Section 5.06 of these
By-Laws, a notice of the adjourned meeting, conforming to the requirements of
Section 1.63 hereof, shall be given to each stockholder of record entitled to
vote at such meeting. At any adjourned meeting at which a quorum is present, any
business may be transacted that might have been transacted on the original date
of the meeting. [Section 222(a)]
Section 8. Proxies. Any stockholder entitled to vote at any meeting of the
stockholders or to express consent to or dissent from corporate action without a
meeting may, by a written instrument signed by such stockholder or his
attorney-in-fact, authorize another person or persons to vote at any such
meeting and express such consent or dissent for him by proxy. No such proxy
shall be voted or acted upon after the expiration of three years from the date
of such proxy, unless such proxy provides for a longer period. Every proxy shall
be revocable at the pleasure of the stockholder executing it, except in those
cases where applicable law provides that a proxy shall be irrevocable. [Section
212(b),(c)]
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Section 9. Organization; Procedure. At every meeting of stockholders the
presiding officer shall be the Chairman or in his absence the President, or in
their absence a Vice President designated by the Board of Directors, or in the
absence of such officers, a presiding officer chosen by a majority of the
stockholders present in person or by proxy. The Secretary or, in his absence, an
Assistant Secretary or, in his absence, an appointee of the presiding officer
shall act as Secretary of the meeting. The order of business and all other
matters of procedure at every meeting of stockholders may be determined by such
presiding officer.
Section 10. Inspectors of Election. In advance of any meeting of
stockholders, the Board of Directors may appoint one or more Inspectors to act
at such meeting or any adjournment thereof. If Inspectors are not so appointed,
the person presiding at such meeting may, and on the request of any stockholder
entitled to vote at such meeting shall, appoint one or more Inspectors. In the
event any person so appointed fails to appear or act, such vacancy may be filled
by the Board in advance of such meeting or at such meeting by the person
presiding thereat. 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. At any meeting of stockholders for which Inspectors shall have
been appointed, such Inspectors shall determine the number of shares outstanding
and the voting power of each, the shares represented at the meeting, the
existence of a quorum and 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 shareholders. On request of
the person presiding at the meeting or any stockholder entitled to vote thereat,
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,
any report or certificate made by them shall be prima facie evidence of the
facts stated and of the vote as certified by them.
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Section 11. Consent of Stockholders in Lieu of Meeting. Whenever the vote
of stockholders at a meeting thereof is required or permitted to be taken for
or in connection with any corporate action, by law, by the Certificate of
Incorporation or by these By-Laws, the meeting and vote of stockholders may be
dispensed with if all of the stockholders who would have been entitled to vote
upon the action if such meeting were held shall consent in writing to such
corporate action being taken. [Section 228]
ARTICLE II
BOARD OF DIRECTORS
Section 1. General Powers. Except as may be provided by law, by the
Certificate of Incorporation or by these By-Laws, the property, affairs and
business of the Corporation shall be managed by the Board of Directors and the
Board may exercise all powers of the Corporation. [Section 141(a)]
Section 2. Number. The Board of Directors shall consist of two Directors or
such other number of Directors as may be determined from time to time by the
Board. In no event, however, shall the number of Directors be 1ess than one or
greater than twelve. [Section 141(b)]
Section 3. Election and Term of Directors. Except as otherwise provided in
Section 2.12 of these By-Laws, the Directors shall be elected at each annual
meeting of the stockholders to hold office until the next annual meeting of
stockholders. Each Director shall hold office until the expiration of the term
for which he is elected and until his successor has been elected and has
qualified, or until his earlier death, resignation or removal. If the annual
meeting for the election of Directors is not held on the date designated
therefor, the Directors shall cause the meeting to be held as soon thereafter as
convenient. At each meeting of the stockholders for the election of Directors,
at which a quorum is present, the Directors shall be elected by a plurality of
votes cast by the holders of shares entitled to vote in such election. [Sections
141(b), 211(b), 216]
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Section 4. Regular Meetings. The Board of Directors shall meet for the
purpose of electing officers and for the transaction of such other business as
may come before the meeting, immediately following adjournment of the annual
meeting of stockholders at the place of such annual meeting. Notice of such
meeting of the Board need not be given. The Board from time to time may provide
for the holding of other regular meetings and fix the place (which may be within
or without the State of Delaware) and the date and hour of such meetings. Notice
of such regular meetings need not be given, except that if the Board shall fix
or change the time or place of any such regular meetings, notice of such action
shall be mailed promptly, or sent by telegram, radio or cable, to each Director
who shall not have been present at the meeting at which such action was taken,
addressed to him at his usual place of business or delivered to him personally.
Notice of such action need not be given to any Director who attends the first
regular meeting after such action is taken without protesting the lack of notice
to him, prior to or at the commencement of such meeting, or to any Director who
submits a signed waiver of notice, whether before or after such meeting.
[Section 141(g)]
Section 5. Special Meetings; Notice. Special meetings of the Board of
Directors shall be held whenever called by the Chairman or the President or, in
their absence or disability, by any Vice President, at such place (within or
without the State of Delaware) as may be specified in the respective notices
or waivers of notice of such meetings. At least two days before the day on which
a special meeting is to be held, notice of the meeting stating the time and
place thereof shall be mailed, or sent by telegram, radio or cable to each
Director, addressed to him at his usual place of business, or delivered to him
personally. Notice of any special meeting need not be given to any Director who
attends such meeting without protesting the lack of notice to him, prior to or
at the commencement of such meeting, or to any Director who submits a signed
waiver of notice, whether before or after such meeting, and any business may be
transacted thereat. No notice need be given of any adjourned meeting, unless the
time and place of the adjourned meeting are not announced at the time of
adjournment, in which case notice conforming to the requirements of this section
shall be given to each Director. [Section 141(g)]
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Section 6. Quorum; Voting. At all meetings of the board of Directors the
presence of a majority of the total number of Directors (but in no event less
than one-third of the total number of Directors) shall constitute a quorum for
the transaction of business. Except as otherwise required by law, the vote of a
majority of the directors present at any meeting at which a quorum is present
shall be the act of the Board of Directors. [Section 141(b)]
Section 7. Adjournment. A majority of the Directors present, whether or
not a quorum is presents may adjourn any meeting to another time and place.
Notice of the adjourned meeting shall be given to the extent required by
Section 2.05 of these By-Laws.
Section 8. Action without a Meeting. Any action required or permitted to be
taken at any meeting of the Board of Directors, or of any Committee thereof, may
be taken without a meeting if all members of the Board or 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 such Committee. [Section 141(f)]
Section 9. Regulations; Manner of Acting. To the extent consistent with
law, the Certificate of Incorporation and these By-Laws, the Board of Directors
may adopt such rules and regulations for the conduct of meetings of the Board
and for the management of the property, affairs and business of the Corporation
as the Board may deem appropriate. The Directors shall act only as a Board, and
the individual Directors shall have no power as such.
Section 10. Action by Telephonic Communications. Members of the Board of
Directors, or any Committee designated by the Board, may participate in a
meeting of the Board or Committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other and participation in a meeting pursuant to this
provision shall be deemed to constitute presence in person at such meeting.
Section 11. Resignations. Any Director may resign at any time by delivering
a written notice of resignation signed by such Director to the Chairman, the
President, a Vice President, the Secretary or any Assistant Secretary. Unless
otherwise specified therein, such resignation shall take effect upon delivery.
(Section 141(b)]
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Section 12. Removal of Directors. Any or all of the Directors may be
removed at any time, either with or without cause, by vote of the stockholders
or, for cause, by resolution of a majority of the Directors then in office. Any
vacancy in the Board, caused by any removal of a Director by vote of the
stockholders, may he filled by the stockholders entitled to vote for the
election of the Director so removed. If such stockholders do not fill such
vacancy at the meeting at which such removal was effected (or in the written
instrument effecting such removal, if such removal was effected by consent
without a meeting) such vacancy may be filled in the manner provided in Section
2.13 hereof. [Section 141(b)]
Section 13. Vacancies and Newly Created Directorships. Subject to the
provisions of Section 2.12 hereof, any newly created Directorship resulting from
an increase in the number of Directors and any vacancy occurring in the Board
of Directors for any reason (including without limitation the removal of a
Director without cause) may be filled by vote of a majority of the Directors
then in office, although less than a quorum exists. A Director elected to fill
a vacancy shall be elected to hold office for the unexpired term of his
predecessor. Any such newly created Directorship and any such vacancy may also
be filled at any time by vote of the stockholders.
Section 14. Compensation. The amount, if any, which each Director shall be
entitled to receive as compensation for his services as such shall be fixed from
time to time by the Board of Directors.
Section 15. Reliance on Accounts and Reports, etc. Any Director shall, in
the performance of his duties, be fully protected in receiving in good faith
upon the books of account or reports made to the Corporation by any of its
officers, or by an independent certified public accountant, or by an appraiser
selected with reasonable care by the Board or by any Committee designated by
the Board, or in relying in good faith upon other records of the Corporation.
[Section 141(e)]
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ARTICLE III
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
Section 1. How Constituted. The Board of Directors, by resolution or
resolutions adopted by a majority of the whole Board, may designate from among
the Directors an Executive Committee and/or one or more other Committees, each
such Committee to consist of such number of Directors, not less than two, as
from time to time may be fixed by resolution or resolutions similarly adopted.
The Board, by resolution or resolutions similarly adopted, may designate one or
more Directors as alternate members of any such Committee, who may replace any
absent or disqualified member or members at any meeting of such Committee.
Thereafter members (and alternate members, if any) of each such Committee may be
designated annually, by resolution similarly adopted at the meeting of the Board
of Directors immediately following the annual meeting of stockholders. Any such
Committee may be abolished and/or redesignated from time to time by resolution
or resolutions similarly adopted. Each member (and each alternate member) of any
such Committee shall hold office until his successor shall have been designated
or until he shall cease to be a Director, or until his death, resignation or
removal. [Section 141(c)]
Section 2. Powers. During the intervals between the meetings of the Board
of Directors, unless otherwise provided from time to time by resolution or
resolutions adopted by a majority of the whole Board, the Executive Committee
shall have and may exercise all powers of the Board in the management of the
property, affairs and business of the Corporation, but shall not have power or
authority in reference to amending the Certificate of Incorporation, 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. Each
other such Committee shall have and may exercise such powers of the Board as may
be provided by resolution or resolutions similarly adopted. The Executive
Committee shall have, and any such other Committee may be granted by resolution
or resolutions similarly adopted, power to authorize the seal of the Corporation
to be affixed to any or all papers which may require it. [Section 141(c)]
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Section 3. Proceedings. Any such Committee may fix its own rules of
procedure and may meet at such place (within or without the State of Delaware),
at such date and time and upon such notice, if any, as such Committee shall
determine from time to time. Such Committee shall keep a record of its
proceedings and shall report any such proceedings to the Board of Directors at
the first meeting of the Board following any such proceedings.
Section 4. Quorum and Manner of Acting. Except as may be otherwise
provided in the resolution designating any such Committee, at all meetings of
any such Committee the presence of members (or alternate members) constituting a
majority of the total authorized membership of such Committee, but in no event
less than two, shall constitute a quorum for the transaction of business. The
act of the majority of the members (or alternate members) present at any
meeting at which a quorum is present, but in no event less than two, shall be
the act of such Committee. Any action required or permitted to be taken at any
meeting of any such Committee may be taken without a meeting, if all members of
such Committee (and such alternates as may be required to replace any
disqualified members) shall consent to such action in writing and such writing
or writings are filed with the minutes of the proceedings of the Committee.
The members (or alternate members of any such Committee) shall act only as a
Committee, and the individual members (or alternate members) of such Committee
shall have no power as such. [Section 141(c)]
Section 5. Resignations. Any member (and any alternate member) of any
such Committee may resign at any time by delivering a written notice of
resignation signed by such member to the Board of Directors. Such resignation
shall take effect upon acceptance thereof by resolution adopted by a majority
of the whole Board.
Section 6. Removal. Any member (and any alternate member) of any such
Committee may be removed at any time, with or without cause, by resolution
adopted by a majority of the whole Board.
Section 7. Vacancies. If any vacancy shall occur in any such Committee, by
reason of disqualification, death, resignation, removal or otherwise, the
remaining members (and any alternate members) shall continue to act, if they are
at least two in number, and any such vacancy may be filed by resolution adopted
by a majority of the whole Board of Directors.
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ARTICLE IV
OFFICERS
Section 1. Number. The officers of the Corporation shall be elected by the
Board of Directors and shall be a Chairman, a President (and chief executive
officer), a Vice President, a Secretary and a Treasurer. The Board of Directors
may also elect Additional Vice Presidents, and one or more Assistant Secretaries
and Assistant Treasurers, all in such numbers as the Board of Directors may
determine. Any two or more offices may be held by the same person, except the
offices of President and Secretary. No officer need be a Director of the
Corporation. [Section 142(a),(b)]
Section 2. Election. Unless otherwise determined by the Board of Directors,
the officers of the Corporation shall be elected by the Board at the first
meeting of the Board following each annual meeting of stockholders, and shall be
elected to hold office until the first meeting of the Board following the next
annual meeting of stockholders. Each officer shall hold office for the term for
which he is elected and until his successor has been elected and has qualified,
or until his earlier resignation or removal. [Section 142(a),(b)]
Section 3. Salaries. The salaries of all officers and agents of
the Corporation shall be fixed from time to time by the Board of Directors.
Section 4. Removal and Resignation, Vacancies. Any officer may be removed
at any time by the Board of Directors with or without cause. Any officer may
resign at any time by delivering a written notice of resignation signed by such
officer to the Board. Unless otherwise specified therein such resignation shall
take effect upon delivery. Any vacancy occurring in any office of the
Corporation by death, resignation, removal or otherwise, shall be filled by the
Board. [Section 142(a),(e)]
Section 5. Authority and Duties of Officers. The officers of the
Corporation shall have such authority and shall exercise such powers and perform
such duties as may be specified in these By-Laws, except that in any event each
officer shall exercise such powers and perform such duties as may be required by
law.
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Section 6. The Chairman. The Chairman of the Board of Directors shall
preside at all meetings of the stockholders and directors and shall have such
other powers and duties as may from time to time be assigned by the Board.
Section 7. The President. The President shall have the following powers and
duties:
(a) He shall be the chief executive officer of the Corporation, and,
subject to the directions of the Board of Directors, shall have
general charge of the business and affairs of the Corporation and
general supervision over its officers, employees and agents.
(b) Subject to the directions of the Board of Directors, he shall exercise
all powers and perform all duties incident to the office of a
president of a corporation, and shall exercise such other powers and
perform such other duties as from time to time may be assigned to him
by the Board.
(c) In the absence of the Chairman of the Board, the President shall
preside at all meetings of stockholders and directors.
Section 8. The Vice Presidents. Each Vice President shall exercise such
powers and perform such duties as from time to time may be assigned to him by
the Board of Directors or the President. At the request of the President or in
his absence or disability, the Vice President designated by the Board of
Directors or if no such designation shall have been made, then the Vice
President designated by the President shall perform all the duties of the
President and, when so acting, shall have all the powers of and be subject to
all the restrictions upon the President. Any Vice President may sign (unless the
Chairman, the President or another Vice President shall have signed),
certificates representing shares of the Corporation the issuance of which shall
have been authorized by the Board.
Section 9. The Secretary. The Secretary shall have the following powers and
duties:
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(a) He shall keep or cause to be kept a record of all the proceedings of
the meetings of the stockholders and of the Board of Directors in
books provided for that purpose.
(b) He shall cause all notices to be duly given in accordance with the
provisions of these By-Laws and as required by law.
(c) Whenever any Committee shall be appointed pursuant to a resolution of
the Board of Directors, he shall furnish a copy of such resolution to
the members of such Committee.
(d) He shall be the custodian of the records and of the seal of the
Corporation and cause such seal (or a facsimile thereof) to be affixed
to all certificates representing shares of the Corporation prior to
the issuance thereof and to all instruments the execution of which on
behalf of the Corporation under its seal shall have been duly
authorized in accordance with these By-Laws, and when so affixed he
may attest the same.
(e) He shall properly maintain and file all books, reports, statements,
certificates and all other documents and records required by law, the
Certificate of Incorporation or these By-Laws.
(f) He shall have charge of the stock books and ledgers of the Corporation
and shall cause the stock and transfer books to be kept in such manner
as to show at any time the number of shares of stock of the
Corporation of each class issued and outstanding, the names
(alphabetically arranged) and the addresses of the holders of record
of such shares, the number of shares held by each holder and the date
as of which each became such holder of record.
(g) He shall sign (unless the Treasurer, an Assistant Treasurer or
Assistant Secretary shall have signed) certificates representing
shares of the Corporation the issuance of which shall have been
authorized by the Board of Directors.
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(h) He shall perform, in general, all duties incident to the office of
Secretary and such other duties as may be given to him by these
By-Laws or as may be assigned to him from time to time by the Board of
Directors or the President.
Section 10. The Treasurer. The Treasurer shall have the following powers
and duties:
(a) He shall have charge and supervision over and be responsible for the
moneys, securities, receipts and disbursements of the Corporation.
(b) He shall cause the moneys and other valuable effects of the
Corporation to be deposited in the name and to the credit of the
Corporation in such banks or trust companies or with such bankers or
other depositories as shall be selected in accordance with Section
8.05 of these By-Laws.
(c) He shall cause the moneys of the Corporation to be disbursed by checks
or drafts (signed as provided in section 8.06 of these By-Laws) upon
the authorized depositories of the Corporation and cause to be taken
and preserved proper vouchers for all moneys disbursed.
(d) He shall render to the Board of Directors or the President, whenever
requested, a statement of the financial condition of the Corporation
and of all his transactions as Treasurer, and render a full financial
report at the annual Meeting of the stockholders, if called upon to do
so.
(e) He shall be empowered from time to time to require from all officers
or agents of the Corporation reports or statements giving such
information as he may desire with respect to any and all financial
transactions of the Corporation.
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(f) He may sign (unless an Assistant Treasurer or the Secretary or an
Assistant Secretary shall have signed) certificates representing stock
of the Corporation the issuance of which shall have been authorized by
the Board of Directors.
(g) He shall perform all duties incident to the office of Treasurer, and
such other duties as from time to time may be assigned to him by the
Board of Directors or the President.
Section 11. Additional Officers. The Board of Directors may appoint such
other officers and agents as it may deem appropriate and such other officers and
agents shall hold their offices for such terms and shall exercise such powers
and perform such duties as may be determined from time to time by the Board.
[Section 142(b)]
Section 12. Security. The Board of Directors may require any officer or
agent of the Corporation to provide security for the faithful performance of his
duties, in such amount and of such character as may be determined from time to
time by the Board. [Section 142(c)]
ARTICLE V
CAPITAL STOCK
Section 1. Certificates of Stock. Every stockholder shall be entities to
have a certificate signed by, or in the name of the Corporation by the Chairman,
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. Such certificate shall be in such form
as the Board of Directors may determine, to the extent consistent with
applicable provisions of law, the Certificate of Incorporation and these
By-Laws. [Section 158]
Section 2. Partly Paid Shares. In the event any certificate shall be issued
to represent partly paid shares which are subject to call for the remainder of
the consideration to be paid therefore, such certificate shall state (upon its
face or back) the total amount of the consideration to be paid therefor and the
amount of such consideration paid thereon to date. [Section 156]
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Section 3. Facsimile Signatures, etc. If such certificate is countersigned
by a transfer agent other than the Corporation or its employee, or by a
registrar other than the Corporation or its employee, any other signature on the
certificate may be a facsimile. In the event that any officers transfer agent or
registrar who has signed, or whose facsimile signature has been placed upon a
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 issue. [Section 158]
Section 4. Lost, Stolen or Destroyed Certificates. The Board of Directors
may direct that a new certificate be issued in place of any certificate
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon delivery to the Board of an affidavit of the owner or owners of
such certificate, setting forth such allegation. The Board may require the owner
of such lost, stolen or destroyed certificate, or his local representative, to
give the Corporation a bond sufficient to indemnify it 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 any, such new certificate. [Section 167]
Section 5. Transfers of Stock. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate representing shares, duly
endorsed or accompanied by appropriate evidence of succession, assignment or
authority to transfer, the Corporation shall issue a new certificate to the
person entitled thereto, cancel the old certificate, and record the transaction
upon its books. Subject to the provisions of the Certificate of Incorporation
and these By-Laws, the Board of Directors may prescribe such additional rules
and regulations as it may deem appropriate relating to the issue, transfer and
registration of shares of the Corporation.
Section 6. 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 corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any
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rights, or 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 not be more than
sixty nor less than ten days before the date of such meeting, nor more than
sixty days prior to any other action. 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 may fix a new
record date for the adjourned meeting. [Section 213(a),(c)]
Section 7. Registered Stockholders. Prior to due surrender of a certificate
for registration of transfer, the Corporation may treat the registered owner as
the person exclusively entitled to receive dividends and other distributions, to
vote, to receive notice and otherwise to exercise all the rights and powers of
the owner of the shares represented by such certificate, and the Corporation
shall not be bound to recognize any equitable or legal claim to or interest in
such shares on the part of any other person, whether or not the Corporation
shall have notice of such claim or interest. Whenever any transfer of shares
shall be made for collateral security, and not absolutely, it shall be so
expressed in the entry of the transfer if, when the certificates are presented
to the Corporation for transfer, both the transferor and transferee request the
Corporation to do so. [Section 159]
Section 8. Transfer Agent and Registrar. The Board of Directors may appoint
one or more transfer agents and one or more registrars, and may require all
certificates representing shares to bear the signature of any of such agents or
registrars.
ARTICLE VI
INDEMNIFICATION
Section 1. Indemnification of Directors, Officers, etc. Any person who was
or is party or is threatened to be made a party to any threatened, pending
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or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he is or was at any time since
the inception of the Corporation a Director, officer, employee or agent of
the Corporation, or is or was at any time since the inception of the Corporation
serving at the request of the Corporation as a Director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, shall be indemnified by the Corporation to the full extent
permitted by Subsections (a) through (i) of Section 145 of the General
Corporation Law of the State of Delaware (or any similar provision or provisions
of applicable law at the time in effect). The foregoing right of indemnification
shall in no way be exclusive of any other rights of indemnification to which any
such Director, officer, employee or agent may be entitled under any agreement,
vote of stockholders or disinterested Directors or otherwise.
ARTICLE VII
OFFICES
Section 1. Registered Office. The principal office or place of business of
the Corporation in the State of Delaware shall be located at 1209 Orange Street,
City of Wilmington, County of New Castle.
Section 2. Other Offices. The Corporation may maintain offices or places of
business at such other locations within or without the State of Delaware as the
Board of Directors may from time to time determine or as the business of the
Corporation may require.
ARTICLE VIII
GENERAL PROVISIONS
Section 1. Dividends. Subject to any applicable provisions of law and the
Certificate of Incorporation, dividends upon the shares of the Corporation may
be declared by the Board of Directors at any regular or special meeting of the
Board and any such dividend may be paid in cash, property, or shares of the
Corporation. [Section 173]
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Section 2. Reserves. There may be set apart from time to time out of any
funds of the Corporation available for dividends such reserve or reserves as the
Board of Directors may deem appropriate, and the Board of Directors may
similarly modify or abolish any such reserve or reserves. [Section 171]
Section 3. Execution of Instruments. Subject to the approval of the Board
of Directors, the Chairman, the President, or any Vice President may enter into
any contract or execute and deliver any instruments in the name and on behalf of
the Corporation. The Board may authorize any other officer or agent to enter
into any contract or execute and deliver any instrument in the name and on
behalf of the Corporation. Any such authorization may be general or limited to
specific contracts or instruments.
Section 4. Deposits. Any funds of the Corporation may be deposited from
time to time in such banks, trust companies or other depositories as may be
deter-mined by the Board of Directors, or by such officers or agents as may be
authorized by the Board to make such determination.
Section 5. Checks, Drafts, etc. All notes, drafts, bills of exchange,
acceptances, checks, endorsements and other evidences of indebtedness of the
Corporation, and its orders for the payment of money shall be signed by such
officer or officers or such agent or agents of the Corporation, and in such
manner, as the Board of Directors from time to time may determine.
Section 6. Sale, Transfer, etc. of Securities. To the extent authorized by
the Board of Directors, the Chairman, the President, or any Vice President
together with the Secretary or Treasurer or an Assistant Secretary or Assistant
Treasurer may sell, transfer, endorse, and assign any Shares of stock, bonds or
other securities owned by or held in the name of the corporation, and may make,
execute and deliver in the name of the Corporation, under its corporate seal,
any instruments that may be appropriate to effect any such sale, transfer,
endorsement or assignment.
Section 7. Voting as Stockholder. Unless otherwise determined by resolution
of the Board of Directors, the President, or any Vice President shall have full
power and authority on behalf of the Corporation to attend any meeting of
stockholders of any Corporation
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in which the Corporation may hold stock, and to act, vote (or (execute
proxies to vote) and exercise in person or by proxy all other rights, powers
and privileges incident to the ownership of such stock. Such officers acting on
behalf of the Corporation shall have full power and authority to execute any
instrument expressing consent to or dissent from any action of any such
corporation without a meeting. The Board of Directors may by resolution from
time to time confer such power and authority upon any other person or persons.
Section 8. Fiscal Year. Unless otherwise determined by the Board of
Directors, the fiscal year of the Corporation shall commence on the first day of
January in each calendar year and terminate on the 31st day of December.
Section 9. Seal. The seal of the Corporation shall be circular in form and
shall contain the name of the Corporation, the year of incorporation and the
words 'Corporate Seal Delaware'. The seal may be used by causing it or a
facsimile thereof to be impressed, affixed or reproduced, or in any other lawful
manner.
Section 10. Books and Records; Inspection. Except to the extent otherwise
required by law, the books and records of the Corporation shall be kept at such
place or places within or without the State of Delaware as may be determined
from time to time by the Board of Directors.
ARTICLE I
AMENDMENT OF BY-LAWS
Section 1. Amendment. These By-Laws may be amended, altered or repealed by
the Corporation's stockholders or by the Board of Directors, provided that the
Board of Directors shall not have the power to classify directors for election
for staggered terms. [Section 109(a)]
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