Exhibit 3.2
BY-LAWS
OF
PALADYNE CORP.
ARTICLE I
Stockholders' Meetings; Voting
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Section 1.1. Annual Meetings. An annual meeting of
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stockholders shall be held for the election of directors on the
first Wednesday in February of each year, if not a legal holiday,
and, if a legal holiday, then on the next day not a legal
holiday, at 10:00 o'clock in the forenoon at such time and place
either within or without the State of Delaware as may be
designated by the Board of Directors from time to time. Any
other proper business may be transacted at the annual meeting.
Section 1.2. Special Meetings. Special meetings of
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stockholders may be called at any time by the Chairman of the
Board, the President, the Board of Directors, or as provided in
Section 2.2, to be held at such date, time and place either
within or without the State of Delaware as may be stated in the
notice of the meeting. A special meeting of stockholders shall
be called by the Secretary upon the written request, stating the
purpose of the meeting, of stockholders who together own of
record at least twenty-five percent (25%) of the outstanding
shares of stock entitled to vote at such meeting.
Section 1.3. Notice of Meetings. Whenever
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stockholders are required or permitted to take any action at a
meeting, a written notice of the meeting shall be given which
shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the
meeting is called. Unless otherwise provided by law, the written
notice of any meeting shall be given not less than ten nor more
than sixty days before the date of the meeting to each
stockholder entitled to vote at such meeting. If mailed, such
notice shall be deemed to be given when deposited in the United
States mail, postage prepaid, directed to the stockholder at his
address as it appears on the records of the Corporation. The
Corporation shall, at the written request of any stockholder,
cause such notice to such stockholder to be confirmed to such
other address and/or by such other means as such stockholder may
reasonably request, provided that if such written request is
received after the date any such notice is mailed, such request
shall be effective for subsequent notices only.
Section 1.4. Adjournments. Any meeting of
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stockholders, annual or special, may adjourn from time to time to
reconvene at the same or some other place, and notice need not be
given of any such adjourned meeting if the time and place thereof
are announced at the meeting at which the adjournment is taken.
At the adjourned meeting the Corporation may transact any
business which might have been transacted at the original
meeting. 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 1.5. Quorum. At each meeting of stockholders,
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except where otherwise provided by law or the Certificate of
Incorporation or these By-Laws, the holders of a majority of the
outstanding shares of each class of stock entitled to vote at the
meeting, present in person or represented by proxy, shall
constitute a quorum. With respect to any matter on which
stockholders vote separately as a class, the holders of a
majority of the outstanding shares of such class shall constitute
a quorum for a meeting with respect to such matter. Two or more
classes or series of stock shall be considered a single class for
purposes of determining existence of a quorum for any matter to
be acted on if the holders thereof are entitled or required to
vote together as a single class at the meeting on such matter.
In the absence of a quorum the stockholders so present may, by
majority vote, adjourn the meeting from time to time in the
manner provided by Section 1.4 of these By-Laws until a quorum
shall attend.
Section 1.6. Organization. Meetings of stockholders
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shall be presided over by the Chairman of the Board, or in his
absence by the President, or in his absence by a Vice President,
or in the absence of the foregoing persons by a chairman
designated by the Board of Directors, or in the absence of such
designation by a chairman chosen at the meeting. The Secretary
shall act as secretary of the meeting, but in his absence the
chairman of the meeting may appoint any person to act as
secretary of the meeting.
Section 1.7. Voting; Proxies. Unless otherwise
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provided in the Certificate of Incorporation, each stockholder
entitled to vote at any meeting of stockholders shall be entitled
to one vote for each share of stock held by him which has voting
power upon the matter in question. 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, but
no such proxy shall be voted or acted upon after three years from
its date, unless the proxy provides for a longer period. A duly
executed proxy shall be irrevocable if it states that it is
irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A
stockholder may revoke any proxy which is not irrevocable by
attending the meeting and voting in person or by filing an
instrument in writing revoking the proxy or another duly executed
proxy bearing a later date with the Secretary of the Corporation.
Voting at meetings of stockholders need not be by written ballot
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and need not be conducted by inspectors unless the holders of a
majority of the outstanding shares of any class of stock entitled
to vote thereon present in person or by proxy at such meeting
shall so determine. At all meetings of stockholders for the
election of directors, such election and all other elections and
questions shall, unless otherwise provided by law or by the
Certificate of Incorporation or these By-Laws, be decided by the
vote of the holders of a majority of the outstanding shares of
all classes of stock entitled to vote thereon present in person
or by proxy at the meeting, voting as a single class.
Section 1.8. Fixing Date for Determination of
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Stockholders of Record. In order that the Corporation may
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determine 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 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. If
no record date is fixed: (1) the record date for determining
stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is
waived, at the close of business on the day next preceding the
day on which the meeting is held; (2) the record date for
determining stockholders entitled to express consent to corporate
action in writing without a meeting, when no prior action by the
Board is necessary, shall be the day on which the first written
consent is expressed; and (3) the record date for determining
stockholders for any other purpose shall be at the close of
business on the day on which the Board adopts the resolution
relating thereto. 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 1.9. List of Stockholders Entitled to Vote.
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The Secretary shall prepare and make, at least ten days before
every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, 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 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.
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Section 1.10. Consent of Stockholders in Lieu of
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Meeting. To the extent provided by any statute at the time in
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force, 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 any statute, by the Certificate of
Incorporation or by these By-Laws, the meeting and prior notice
thereof and vote of stockholders may be dispensed with if the
holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon
were present and voted shall consent in writing to such corporate
action without a meeting by less than unanimous written consent
and notice thereof shall be given to those stockholders who have
not consent in writing.
ARTICLE II
Board of Directors
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Section 2.1. Powers; Number; Qualifications. The
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business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors, except as may be
otherwise provided by law or in the Certificate of Incorporation.
The number of Directors which shall constitute the whole Board of
Directors shall not be less than one (1) nor more than nine (9).
Within such limits, the number of directors may be fixed from
time to time by vote of the stockholders or of the Board of
Directors, at any regular or special meeting, subject to the
provisions of the Certificate of Incorporation.
Section 2.2. Election; Term of Office; Resignation;
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Removal; Vacancies; Special Elections. Except as otherwise
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provided in the Certificate of Incorporation or in this Section
2.2, directors shall be elected annually at the annual meeting of
the stockholders. Each director (whenever elected) shall hold
office for the term specified upon his election and until his
successor is elected and qualified or until his earlier
resignation or removal as provided in the Certificate of
Incorporation. Any director may resign at any time upon written
notice to the Board of Directors or to the Chairman of the Board
or to the President of the Corporation. Such resignation shall
take effect at the time specified therein, and unless otherwise
specified therein no acceptance of such resignation shall be
necessary to make it effective. Any director may be removed with
or without cause at any time upon the affirmative vote of the
holders of a majority of the outstanding shares of stock of the
Corporation entitled to vote for the election of such director,
given at a special meeting of such stockholders called for the
purpose, except as may otherwise be provided in the Certificate
of Incorporation. If any vacancies shall occur in the Board of
Directors, by reason of death, resignation, removal or otherwise,
or if the authorized number of directors shall be increased, the
directors then in office shall continue to act, and such
vacancies may be filled by a majority of the directors then in
office, though less than a quorum; provided, however, that
whenever the holders of any class or classes of stock or series
thereof are entitled to elect one or more directors by the
provisions of the Certificate of Incorporation, vacancies and
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newly created directorships of such class or classes or series
shall be filled by a majority of the directors elected by such
class or classes or series thereof then in office though less
than a quorum or by a sole remaining director so elected. Any
such vacancies or newly created directorships may also be filled
upon the affirmative vote of the holders of a majority of the
outstanding shares of stock of the Corporation entitled to vote
for the election of directors, given at a special meeting of the
stockholders called for the purpose.
Section 2.3. Regular Meetings. Regular meetings of
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the Board of Directors may be held at such places within or
without the State of Delaware and at such times as the Board may
from time to time determine, and if so determined notice thereof
need not be given.
Section 2.4. Special Meetings. Special meetings of
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the Board of Directors may be held at any time or place within or
without the State of Delaware whenever called by the Chairman of
the Board, by the President or by any two directors. Reasonable
notice thereof shall be given by the person or persons calling
the meeting.
Section 2.5. Telephonic Meetings Permitted. Unless
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otherwise restricted by the Certificate of Incorporation or these
By-Laws, any member of the Board of Directors, or any committee
designated by the Board, may participate in a meeting of the
Board or of such committee, as the case may be, by means of a
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 by-law
shall constitute presence in person at such meeting.
Section 2.6. Quorum; Vote Required for Action. At all
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meetings of the Board of Directors the presence of a majority of
the total number of directors shall constitute a quorum for the
transaction of business. The vote of at least a majority of the
directors present at any meeting at which a quorum is present
shall be necessary to constitute and shall be the act of the
Board unless the Certificate of Incorporation or these By-Laws
shall otherwise provide. In case at any meeting of the Board a
quorum shall not be present, the members of the Board present may
adjourn the meeting from time to time until a quorum shall
attend.
Section 2.7. Organization. Meetings of the Board of
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Directors shall be presided over by the Chairman of the Board, or
in his absence by the President, or in their absence by a
chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his absence the chairman of the
meeting may appoint any person to act as secretary of the
meeting.
Section 2.8. Action by Directors Without a Meeting.
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Unless otherwise restricted by the Certificate of Incorporation
or these By-Laws, any action required or permitted to be taken at
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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, consents thereto in
writing, and the writing or writings are filed with the minutes
of proceedings of the Board or committee.
ARTICLE III
Committees
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Section 3.1. Committees. The Board of Directors may,
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by resolution passed by a majority of the total number of
directors, designate one or more committees, each committee to
consist of one or more of the directors of the Corporation. Any
such committee, to the extent provided in the resolution of the
Board, and unless otherwise restricted by the Certificate of
Incorporation or these By-Laws, shall have and may exercise all
the powers and authority of the Board in the management of the
business and affairs of the Corporation, to the full extent
permitted by law.
Section 3.2. Committee Rules. Unless the Board of
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Directors otherwise provides, each committee designated by the
Board may adopt, amend and repeal rules for the conduct of its
business. In the absence of a provision by the Board or a
provision in the rules of such committee to the contrary, the
entire authorized number of members of such committee shall
constitute a quorum for the transaction of business, the vote of
all such members present at a meeting shall be the act of such
committee, and in other respects each committee shall conduct its
business pursuant to Article II of these By-Laws.
ARTICLE IV
Officers
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Section 4.1. Officers; Election. As soon as
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practicable after the annual meeting of stockholders in each
year, the Board shall elect a President and a Secretary. The
Board may also elect a Chairman of the Board, one or more Vice
Presidents, one or more Assistant Vice Presidents, one or more
Assistant Secretaries, a Treasurer and one or more Assistant
Treasurers and may give any of them such further designations or
alternate titles as it considers desirable. Any number of
offices may be held by the same person.
Section 4.2. Term of Office; Resignation; Removal;
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Vacancies. Except as otherwise provided in the resolution of the
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Board of Directors electing any officer, each officer shall hold
office until the first meeting of the Board after the annual
meeting of stockholders next succeeding his election, and until
his successor is elected and qualified or until his earlier
resignation or removal. Any officer may resign at any time upon
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written notice to the Board or to the President of the
Corporation. Such resignation shall take effect at the time
specified therein, and unless otherwise specified therein no
acceptance of such resignation shall be necessary to make it
effective. The Board may remove any officer with or without
cause at any time, provided that such action by the Board shall
require the vote of a majority of the whole Board. Any such
removal shall be without prejudice to the contractual rights of
such officer, if any, with the Corporation, but the election of
an officer shall not of itself create contractual rights. Any
vacancy occurring in any office of the Corporation by death,
resignation, removal or otherwise shall or may be filled for the
unexpired portion of the term by the Board at any regular or
special meeting in the manner provided in Section 4.1 for
election of officers following the annual meeting of
stockholders.
Section 4.3. Chairman of the Board. The Chairman of
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the Board or, if there is not a Chairman of the Board, the
President, shall be the chief executive officer and shall have
general charge and supervision of the business of the
Corporation. In addition, he shall preside at all meetings of
the Board of Directors and of the stockholders at which he shall
be present. He shall have and may exercise such powers and
perform such other duties as are, from time to time, assigned to
him by the Board and as may be provided by law.
Section 4.4. President. The President shall be the
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chief operating officer and shall perform all duties incident to
such office, and such other duties as, from time to time, may be
assigned to him by the Board or as may be provided by law.
Section 4.5. Vice Presidents. The Vice President or
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Vice Presidents, at the request of the President or in his
absence or during his inability to act, shall perform the duties
of the President, and when so acting shall have the powers of the
President. If there be more than one Vice President, the Board
of Directors may determine which one or more of the Vice
Presidents shall perform any of such duties; or if such
determination is not made by the Board, the President may make
such determination; otherwise any of the Vice Presidents may
perform any of such duties. The Vice President or Vice
Presidents shall have such other powers and perform such other
duties as may be assigned to him or them by the Board or the
President or as may be provided by law.
Section 4.6. Secretary. The Secretary shall have the
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duty to record the proceedings of the meetings of the
stockholders, the Board of Directors and any committees in a book
to be kept for that purpose; he shall see that all notices are
duly given in accordance with the provisions of these By-Laws or
as required by law; he shall be custodian of the records of the
Corporation; he may affix the corporate seal to any document the
execution of which, on behalf of the Corporation, is duly
authorized, and when so affixed may attest the same; and, in
general, he shall perform all duties incident to the office of
secretary of a corporation, and such other duties as, from time
to time, may be assigned to him by the Board or the President or
as may be provided by law.
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Section 4.7. Treasurer. The Treasurer shall have
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charge of and be responsible for all funds, securities, receipts
and disbursements of the Corporation, and shall deposit or cause
to be deposited, in the name of the Corporation, all moneys or
other valuable effects in such banks, trust companies or other
depositories as shall, from time to time, be selected by or under
authority of the Board of Directors; if required by the Board, he
shall give a bond for the faithful discharge of his duties, with
such surety or sureties as the Board may determine; he shall keep
or cause to be kept full and accurate records of all receipts and
disbursements in books of the Corporation and shall render to the
President and to the Board, whenever requested, an account of the
financial condition of the Corporation; and, in general, he shall
perform all the duties incident to the office of treasurer of a
corporation, and such other duties as may be assigned to him by
the Board or the President or as may be provided by law.
Section 4.8. Other Officers. The other officers, if
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any, of the Corporation shall have such powers and duties in the
management of the Corporation as shall be stated in a resolution
adopted by the Board of Directors which is not inconsistent with
these By-Laws and, to the extent not so stated, as generally
pertain to their respective offices, subject to the control of
the Board. The Board may require any officer, agent or employee
to give security for the faithful performance of his duties.
ARTICLE V
Stock
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Section 5.1. Certificates. Every holder of stock in
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the Corporation shall be entitled to have a certificate signed by
or in the name of the Corporation by the Chairman of the Board of
Directors, or the President or a Vice President, and by the
Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary, of the Corporation, certifying the number of
shares owned by him in the Corporation. If such certificate is
manually signed by one officer or manually countersigned by a
transfer agent or by a registrar, any other signature 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 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 5.2. Lost, Stolen or Destroyed Stock
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Certificates; Issuance of New Certificates. The Corporation may
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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 require the owner of the lost,
stolen or destroyed certificate, or his legal representative, to
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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 such new certificate.
ARTICLE VI
Miscellaneous
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Section 6.1. Seal. The Corporation may have a
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corporate seal which shall have the name of the Corporation
inscribed thereon and shall be in such form as may be approved
from time to time by the Board of Directors. The corporate seal
may be used by causing it or a facsimile thereof to be impressed
or affixed or in any other manner reproduced.
Section 6.2. Waiver of Notice of Meetings of
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Stockholders, Directors and Committees. Whenever notice is
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required to be given by law or under any provision of the
Certificate of Incorporation or these By-Laws, a written waiver
thereof, signed by the person entitled to notice, whether before
or after the time stated therein, shall be deemed equivalent to
notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person 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. Neither the business
to be transacted at, nor the purpose of, any regular or special
meeting of the stockholders, directors, or members of a committee
of directors need be specified in any written waiver of notice
unless so required by the Certificate of Incorporation or these
By-Laws.
Section 6.3. Form of Records. Any records maintained
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by the Corporation in the regular course of its business,
including its stock ledger, books of account and minute books,
may be kept on, or be in the form of, punch cards, magnetic tape,
photographs, microphotographs or any other information storage
device, provided that the records so kept can be converted into
clearly legible form within a reasonable time. The Corporation
shall so convert any records so kept upon the request of any
person entitled to inspect the same.
Section 6.4. Dividends. Dividends upon the stock of
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the Corporation, subject to the provisions of the Certificate of
Incorporation, if any, may be declared by the Board of Directors
at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, bonds, in property, or in shares of stock,
subject to the provisions of the Certificate of Incorporation.
Section 6.5. Reserves. Before the payment of any
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dividend, there may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think
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proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for such other purposes as the
directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such
reserve.
Section 6.6. Checks. All checks or demands for money
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and notes of the Corporation shall be signed by such officer or
officers or such other person or persons as the Board of
Directors may from time to time designate.
Section 6.7. Fiscal Year. The fiscal year of the
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Corporation shall be fixed by resolution of the Board of
Directors.
Section 6.8. Offices. The registered office of the
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Corporation shall be in the City of Wilmington, County of New
Castle, State of Delaware. The Corporation may also have offices
at such other places within or outside the State of Delaware as
the Board of Directors may from time to time determine or the
business of the Corporation may require.
ARTICLE VII
Amendments
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Section 7.1. Amendments. These By-Laws may be
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altered, amended or repealed at any regular meeting of the
stockholders or of the Board of Directors or at any special
meeting of the stockholders or of the Board of Directors if
notice of such alteration, amendment or repeal be contained in
the notice of such special meeting.
ARTICLE VIII
Indemnification
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Section 8.1. Indemnification. The Corporation shall
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indemnify to the fullest extent permitted by law any person made
or threatened to be made a party to any action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person, or a
person of whom he is the legal representative, is or was a
director, officer, employee or agent of the Corporation or any
predecessor of the Corporation, or serves or served any other
enterprise as a director, officer, employee or agent at the
request of the Corporation or any predecessor of the Corporation.
The Corporation shall pay any expenses reasonably
incurred by a director or officer in defending a civil or
criminal action, suit or proceeding in advance of the final
disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay
such amount if it shall ultimately be determined that he is not
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entitled to be indemnified by the Corporation under this Article
or otherwise. The Corporation may, by action of its Board of
Directors, provide for the payment of such expenses incurred by
employees and agents of the Corporation as it deems appropriate.
The rights conferred on any person under this Article
shall not be deemed exclusive of any other rights that such
person may have or hereafter acquire under any statute, provision
of the Corporation's Certificate of Incorporation, by-law,
agreement, vote of stockholders or disinterested directors or
otherwise. All rights to indemnification and to the advancement
of expenses under this Article shall be deemed to be provided by
a contract between the Corporation and the director, officer,
employee or agent who serves in such capacity at any time while
these By-Laws and any other relevant provisions of the Delaware
General Corporation Law and any other applicable law, if any, are
in effect. Any repeal or modification thereof shall not affect
any rights or obligations then existing.
For purposes of this Article, references to "the
Corporation" shall be deemed to include any subsidiary of the
Corporation now or hereafter organized under the laws of the
State of Delaware.
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