EXHIBIT 3.18
BY-LAWS
of
D-M-E COMPANY
ARTICLE I
Offices
SECTION 1.1. Offices. D-M-E Company (the "Corporation") may have
offices either within or without the State of Delaware. The registered office of
the Corporation and the name of the registered agent of the Corporation are as
is set forth in the Certificate of Incorporation of the Corporation, or as may
subsequently be or have been changed by resolution of the Board of Directors
(the "Board").
ARTICLE II
Meetings of Stockholders
SECTION 2.1. Annual Meetings. An annual meeting of the stockholders of
the Corporation for the election of directors and for the transaction of such
other business as may properly come before the meeting shall be held on such
date as the Board may from time to time determine, and at such place and hour as
shall be designated by the Board in the notice thereof.
SECTION 2.2. Special Meetings. A special meeting of the stockholders
for any purpose or purposes may be called at any time by the Board and such
meeting shall be held on such date and at such place and hour as shall be
designated in the notice thereof.
SECTION 2.3. Notice of Meetings. Notice of each meeting of the
stockholders shall be given not less than 10 nor more than 60 days before the
date of the meeting to each stockholder of record entitled to notice of, or to
vote at, such meeting by delivering a typewritten or printed notice thereof to
such stockholder personally or by depositing such notice in the United States
mail, postage prepaid, directed to such stockholder at his address as it appears
on the stock record of the Corporation. Every such notice 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.
SECTION 2.4. Adjournments. Any meeting of 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
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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 2.5. Quorum and Manner of Acting. The presence in person or by
proxy of stockholders holding of record a majority of the shares of stock of the
Corporation entitled to be voted shall constitute a quorum for the transaction
of business at any meeting of the stockholders. In the absence of a quorum at
any such meeting or any adjournment or adjournments thereof, a majority in
voting interest of those present in person or by proxy and entitled to vote
thereat, or, in the absence therefrom of all the stockholders, any officer
entitled to preside at, or to act as secretary of, such meeting, may adjourn
such meeting from time to time in the manner provided in Section 2.4 until
stockholders holding the amount of stock requisite for a quorum shall be present
in person or by proxy. The absence from any meeting in person or by proxy of
stockholders holding the number of shares of stock of the Corporation required
for action upon any given matter, shall not prevent action at such meeting upon
any other matter which may properly come before the meeting if there shall be
present thereat, in person or by proxy, stockholders holding the number of
shares of stock of the Corporation required in respect of such other matter.
SECTION 2.6. Organization of Meetings. At each meeting of the
stockholders, one of the following shall act as chairman of the meeting and
preside thereat, in the following order of precedence:
(a) the Chairman of the Board, or, if he is not present or if no person
holds such office, any officer of the Corporation designated by the Board; or
(b) any officer of the Corporation designated by a majority in voting
interest of the stockholders present in person or by proxy and entitled to vote
thereat.
The person whom the chairman of the meeting shall appoint, shall act as
secretary of the meeting and keep the minutes thereof.
SECTION 2.7. Order of Business. The order of business at each meeting
of the stockholders shall be determined by the chairman of the meeting, but such
order of business may be changed by a majority in voting interest of those
present in person or by proxy at such meeting and entitled to vote thereat.
SECTION 2.8. Voting. Each stockholder shall, at each meeting of the
stockholders, be entitled to one vote in person or by proxy for each share of
stock of the Corporation which has voting power on the matter in question held
by him and registered in his name on the stock record of the Corporation:
(a) on the date fixed pursuant to the provisions of Section 8.6 of
Article VIII of these By-laws as the record date for the determination of
stockholders who shall be entitled to receive notice of and to vote at such
meeting; or
(b) if no record date shall have been so fixed, then at the close of
business on the day next preceding the day on which notice of the meeting shall
be given or, if notice
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of the meeting shall be waived, at the close of business on the day next
preceding the day on which the meeting shall be held, or if no record date for
determining stockholders entitled to express consent to corporate action in
writing without a meeting shall have been fixed, the day on which the first
written consent is expressed.
Shares of its own stock belonging to the Corporation or to another corporation,
if a majority of the shares entitled to vote in the election of directors of
such other corporation is held, directly or indirectly, by the Corporation,
shall neither be entitled to vote nor be counted for quorum purposes. Any vote
of stock of the Corporation may be given at any meeting of the stockholders by
the person entitled to vote the same in person or by proxy appointed by an
instrument in writing delivered to the secretary of the meeting; provided,
however, that no proxy shall be voted or acted upon after three years from its
date unless such proxy provides for a longer period. The attendance at any
meeting of a stockholder who may theretofore have given a proxy shall not have
the effect of revoking the same unless he shall in writing so notify the
secretary of the meeting prior to voting of the proxy. At all meetings of
stockholders for the election of directors a plurality of the votes cast shall
be sufficient to elect. All other elections and questions shall, unless
otherwise provided by these By-laws, be decided by the vote of the holders of
shares of stock having a majority of the votes which could be cast by the
holders of all shares of stock entitled to vote thereon which are present in
person or represented by proxy at the meeting. Unless otherwise directed by the
chairman of the meeting, the vote at any meeting of the stockholders on any
question need not be by ballot. On a vote by ballot, each ballot shall be signed
by the stockholder voting, or by his proxy if there be such proxy, and shall
state the number of share voted.
SECTION 2.9. Consent in Lieu of Meeting. Anything herein to the
contrary notwithstanding, any action required to be taken at any annual or
special meeting of stockholders of the Corporation, or any action which may be
taken at any annual or special meeting of such stockholders, may be taken at any
annual or special meeting of such stockholders or may be taken without a meeting
and without a vote if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted. Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not consented in writing and any certificate filed with respect to such
matter shall state that such written notice has been given.
SECTION 2.10. List of Stockholders. It shall be the duty of the officer
of the Corporation who shall have charge of the stock ledger of record, either
directly or through another officer of the Corporation or agent thereof, to
prepare and make, at least 10 days before every meeting of the stockholders, a
complete list of the stockholders entitled to vote thereat, 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 10 days prior to the
meeting, either at the place where the meeting is to be held or at such other
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting. Such list shall also be produced and
kept at the
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time and place of the meeting during the whole time thereof and may be inspected
by any stockholder who is present. The stock record shall be the only evidence
as to who are the stockholders entitled to examine the stock record, such list
or the books of the Corporation or to vote in person or by proxy at any meeting
of the stockholders.
SECTION 2.11. Inspectors. Either the Board or, in the absence of a
designation of inspectors by the Board, the chairman of the meeting may, in its
or his discretion, appoint two or more inspectors, who need not be stockholders,
who shall receive and take charge of ballots and proxies and decide all
questions relating to the qualification of those asserting the right to vote and
the validity of ballots and proxies. In the event of the failure or refusal to
serve of any inspector designated by the Board, the chairman of the meeting
shall appoint an inspector to act in place of each such inspector designated by
the Board. In the absence of a designation of inspectors by the Board and the
chairman of the meeting, the secretary of the meeting shall perform the duties
which would otherwise have been performed by the inspectors.
ARTICLE III
Board of Directors
SECTION 3.1. General Powers. The property, business, affairs and
policies of the Corporation shall be managed by or under the direction of the
Board.
SECTION 3.2. Number and Term of Office. The number of directors which
shall constitute the Board shall be one or more persons as such number shall be
fixed from time to time by a vote of a majority of the Board. Each of the
directors of the Corporation shall hold office until the annual meeting after
his election and until his successor shall be elected and shall qualify or until
his earlier death or resignation or removal in the manner hereinafter provided.
SECTION 3.3. Election. Except as provided in Section 3.6 of this
Article III, directors shall be elected by a plurality of the votes cast at
annual meetings of stockholders, and each director so elected shall hold office
until the next annual meeting and until his successor is duly elected and
qualified, or until his earlier death, resignation or removal. Directors need
not be stockholders of the Corporation or residents of the State of Delaware.
SECTION 3.4. Meetings. (a) Regular Meetings. Regular meetings of the
Board or any committee thereof shall be held as the Board or such committee
thereof shall from time to time determine. If any day fixed for a regular
meeting shall be a legal holiday at the place where the meeting is to be held,
then the meeting which would otherwise be held on that day, shall be postponed
until the next succeeding business day.
(b) Special Meetings. Special meetings of the Board, at which any and
all business may be transacted, shall be held whenever called by President,
Chairman or any two directors.
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(c) Notice of Meetings. No notice of regular meetings of the Board or
of any committee thereof or of any adjourned meeting thereof need be given.
Notice shall be given to each director of each special meeting of the Board or
adjournment thereof, including the time and place thereof. Notice of each such
meeting shall be mailed to each director, addressed to him at his residence or
usual place of business, at least two days before the day on which such meeting
is to be held, or shall be sent to him at such place by facsimile, telegraph,
cable, wireless or other form of recorded communication, or be delivered
personally or by telephone not later than the day before the day on which such
meeting is to be held, but notice need not be given to any director who shall
attend such meeting. A written waiver of notice, signed by the person entitled
thereto, whether before or after the time of the meeting stated therein, shall
be deemed equivalent to notice. The purposes of a meeting of the Board or any
committee thereof need not be specified in the notice thereof.
(d) Time and Place of Meetings. Regular meetings of the Board or any
committee thereof shall be held at such time or times and place or places as the
Board or such committee may from time to time determine. Each special meeting of
the Board or any committee thereof shall be held at such time and place as the
caller or callers thereof may determine. In the absence of such a determination,
each regular meeting or special meeting of the Board or any committee thereof
shall be held at such time and place as shall be designated in the notices or
waiver of notices thereof.
(e) Quorum and Manner of Acting. A majority of the directors then in
office and a majority of the members of any committee shall be present in person
at any meeting thereof in order to constitute a quorum for the transaction of
business at such meeting and the vote of a majority of the directors present at
any such meeting at which a quorum is present shall be necessary for the passage
of any resolution or for an act to be the act of the Board or such committee. In
the absence of a quorum, a majority of the directors present thereat may adjourn
such meeting from time to time until a quorum shall be present thereat. Notice
of any adjourned meeting need not be given.
(f) Organization of Meetings. At each meeting of the Board, the
Chairman of the Board or, if he is not present or if no person holds such
office, any director chosen by a majority of the directors present thereat shall
act as chairman of the meeting and preside thereat. The person whom the chairman
of the meeting shall appoint shall act as secretary of such meeting and keep the
minutes thereof. The order of business at each meeting of the Board shall be
determined by the chairman of such meeting.
(g) Consent in Lieu of Meetings. Anything herein to the contrary
notwithstanding, any action required or permitted to be taken at any meeting of
the Board or 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 a
writing or writings and such writing or writings are filed with the minutes of
the proceedings of the Board or such committee.
(h) Action by Communications Equipment. The directors may participate
in a meeting of the Board or any committee thereof by means of conference
telephone or similar communications equipment by means of which all persons
participating in the
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meeting can hear each other and such participation shall constitute presence in
person at such meeting.
SECTION 3.5. Compensation. Each director, in consideration of his
serving as such, shall be entitled to receive from the Corporation such amount
per annum and such fees for attendance at meetings of the Board or of any
committee, or both, as the Board shall from time to time determine. The Board
may likewise provide that the Corporation shall reimburse each director or
member of a committee for any expenses incurred by him on account of his
attendance at any such meeting. Nothing contained in this Section shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.
SECTION 3.6. Resignation, Removal and Vacancies. Any director may
resign at any time by giving written notice of his resignation to the Board. Any
such resignation shall take effect at the time specified therein or, if the time
when it shall become effective shall not be specified therein, when accepted by
the Board. Except as aforesaid, the acceptance of such resignation shall not be
necessary to make it effective.
Any director may be removed at any time for cause or without cause by
vote of the holders of a majority in voting interest of shares then entitled to
vote at an election of directors. The vacancy in the Board caused by any such
removal may be filled by the stockholders at such meeting or as provided in the
next paragraph of these By-laws. Any director may also be removed at any time
for cause by vote of a majority of the Board.
In the case of any vacancy on the Board or in the case of any newly
created directorship, a director to fill the vacancy or the newly created
directorship for the unexpired portion of the term being filled may be elected
by a majority of the directors of the Corporation then in office, though less
than a quorum, or by a sole remaining director. The director elected to fill
such vacancy shall hold office of the unexpired term in respect of which such
vacancy occurred and until his successor shall be elected and shall qualify or
until his earlier death or resignation or removal in the manner herein provided.
ARTICLE IV
Committees
SECTION 4.1. Number, Appointment, Term of Office, etc. The Board, by
resolution or resolutions passed by a majority of the Board, may designate one
or more committees, each committee to consist of one or more directors then in
office. Each member of any such committee shall continue as such only so long as
he remains a director and may be removed at any time, with or without cause, by
a majority of the Board. Any vacancy on any committee may be filled at any time
by the vote of a majority of the Board.
In the absence or in case of the disqualification of a member or
members of any such committee, the member or members of such committee present
and not
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disqualified from voting at a meeting of such committee, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board to
act at such meeting in place of any absent or disqualified member.
SECTION 4.2. Functions and Powers. Each committee shall have such
functions and powers as the Board shall deem advisable and, subject to any
limitations or restrictions which may be prescribed by resolution of the Board,
if an Executive Committee is designated, it shall have and may exercise all the
powers and authority of the Board in the management of the property, business,
affairs and policies of the Corporation, including the power and authority to
declare dividends and to authorize the issuance of stock of the Corporation, and
may authorize the seal of the Corporation to be affixed to all papers which may
require it.
SECTION 4.3. Rules. Subject to the provisions of these By-laws, each
committee by resolution adopted by a majority of all the members thereof shall
fix its rules of procedure.
ARTICLE V
Officers
SECTION 5.1. Election and Appointment and Term of Office. The
Corporation shall have such officers with such titles as shall be stated in a
resolution of the Board, and with such duties as shall be given them as
hereinafter provided or as may otherwise be specifically given them by the
Board, but such officers shall include at least (a) a Chairman of the Board or
one or more Vice-Chairman of the Board or a President or one or more Vice
Presidents, or any or all the foregoing, and (b) a Secretary or one or more
Assistant Secretaries or a Treasurer or one or more Assistant Treasurers, or any
or all of the foregoing. One of such officers shall have the duty to record the
proceedings of the meetings of stockholders and directors in a book to be kept
for that purpose. Any number of offices may be held by the same person except
that at least one person who holds an office referred to in clause (a) of the
second preceding sentence shall not be the same as at least one person who holds
any office referred to in clause (b) of the second preceding sentence.
SECTION 5.2. Resignation, Removal and Vacancies. Any officer may resign
at any time by giving written notice of his resignation to the Board. Any such
resignation shall take effect at the time specified therein or, if the time when
it shall become effective shall not be specified therein, when accepted by the
Board. Except as aforesaid, the acceptance of such resignation shall not be
necessary to make it effective.
Any officer, agent or employee elected or appointed by the Board may be
removed, with or without cause, at any time by the Board. Any agent or employee
appointed by an officer may be removed, with or without cause, at any time by
such officer.
A vacancy in any office may be filled for the unexpired portion of the
term in the same manner as provided in these By-laws for election or appointment
to such office.
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SECTION 5.3. Duties and Functions. If any of the following offices is
created and a person appointed or elected thereto, and unless the Board
otherwise provides, such offices and person shall have the following duties and
functions:
(a) Chairman. If a Chairman of the Board is appointed or elected, he
shall be a member of the Board; shall preside at meetings of the Board and of
the stockholders at which he shall be present; shall perform such duties as are
incident to the office of the Chairman of the Board; and shall perform such
other duties as may from time to time be prescribed by the Board.
(b) Chairman. If any Vice-Chairman or Vice-Chairman of the Board
are appointed or elected, they shall be members of the Board; shall preside at
meetings of the Board and of the stockholders, unless a Chairman of the Board is
appointed or elected and is present; shall perform such duties as are incident
to the office of the Vice-Chairman of the Board; and shall perform such other
duties as may from time to time be prescribed by the Board.
(c) Chairman of the Executive Committee. If a Chairman of the Executive
Committee is appointed or elected, he shall preside at meetings of the Executive
Committee; shall when requested consult with and advise the other officers of
the Corporation; and shall perform such other duties as may be agreed upon with
them or as the Board or the Executive Committee may from time to time determine.
(d) President. If a President is appointed or elected, he shall,
subject to the control of the Board, have general charge and management of the
property, business and affairs of the Corporation and shall have the direction
of and may assign duties to all other officers (other than the Chairman and any
Vice-Chairman, if either or both is appointed or elected), agents and employees.
He shall preside at meetings of the Board and the stockholders unless a Chairman
or a Vice-Chairman of the Board is appointed or elected and is present.
(e) Vice Presidents. If any Vice President or Vice Presidents are
appointed or elected, they shall have such powers and duties as shall be
prescribed by the President, if one is appointed or elected, or the Board. Vice
Presidents for this purpose shall include Senior, Executive, Assistant and all
other categories or types of Vice Presidents.
(f) Secretary. If a Secretary is appointed or elected, he shall attend
and keep the records of all meetings of the stockholders and the Board in one or
more books kept for that purpose; shall give or cause to be given due notice of
all meetings in accordance with these By-laws and as required by law; shall
notify the several officers of the Corporation of all action taken by the Board
concerning matters relating to their duties; shall transmit to the proper
officers copies of all contracts and resolutions approved by the Board or any
committees of the Board; shall be custodian of the seal of the Corporation and
of all contracts, deeds, documents and other corporate papers, records (except
accounting records) and indicia of title to properties owned by the Corporation
as shall not be committed to the custody of another officer by the President, if
one is appointed or elected, or the Board; shall affix or cause to be affixed
the seal of the Corporation to instruments requiring the same when the same have
been signed on
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behalf of the Corporation by a duly authorized officer; shall perform all duties
and have all powers incident to the office of Secretary; and shall perform such
other duties as shall be assigned to him by the President, if one is appointed
or elected, or the Board. One or more Assistant Secretaries may be appointed or
elected, who shall perform all the duties and have all the powers of the
Secretary in the absence of or in case of a failure to appoint or elect or when
so delegated by the Secretary, and as the President, if one is appointed or
elected, or the Board may direct.
(g) Treasurer. If a Treasurer is appointed or elected, he shall perform
all duties incident to the office of Treasurer and such other duties as shall be
assigned to him by the President, if one is appointed or elected, or the Board.
One or more Assistant Treasurers may be appointed or elected who shall perform
all the duties and have all the powers of the Treasurer in the absence of or in
the case of a failure to appoint or elect or when so delegated by the Treasurer,
and as the President, if one is appointed or elected, or the Board may direct.
(h) Controller. If a Controller is appointed or elected, he shall
perform all the duties incident to the office of Controller and such other
duties as may be assigned to him by the President, if one is appointed or
elected, or the Board. One or more Assistant Controllers may be appointed or
elected who shall perform all the duties and have all the powers of the
Controller in the absence of or in the case of a failure to appoint or elect or
when so delegated by the Controller, and as the President, if one is appointed
or elected, or the Board may direct.
ARTICLE VI
Waiver of Notices: Place of Meetings
SECTION 6.1. Waiver of Notices. Anything herein to the contrary
notwithstanding, whenever notice is required to be given to any director or
member of a committee or stockholder, a waiver thereof in writing, signed by the
person entitled to such notice shall be deemed equivalent to notice, whether
given before or after the time specified therein and, in the case of a waiver of
notice of a meeting, whether or not such waiver specifies the purpose of or
business to be transacted at such meeting. Attendance of a person at a meeting
shall constitute a waiver of notice of such meeting, except where the person
attends the 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, and does so object.
SECTION 6.2. Place of Meetings. Any meeting of the stockholders, the
Board or any committee may be held within or without the State of Delaware.
ARTICLE VII
Execution and Delivery of Documents; Deposits;
Proxies; Books and Records
SECTION 7.1. Execution and Delivery of Documents; Delegation. The Board
shall designate the officers, employees and agents of the Corporation who shall
have
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power to execute and deliver deeds, contracts, mortgages, bonds, debentures,
checks, drafts and other orders for the payment of money and other documents for
and in the name of the Corporation and may authorize such officers, employees
and agents to delegate such power (including authority to redelegate) by written
instrument to other officers, employees or agents of the Corporation. Such
delegation may be by resolution or otherwise and the authority granted shall be
general or confirmed to specific matters, all as the Board may determine. In the
absence of such designation referred to in the first sentence of this Section,
the officers of the Corporation shall have such power so referred to, to the
extent incident to the normal performance of their duties.
SECTION 7.2. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
or otherwise as the Board or any officer of the Corporation to whom power in
that respect shall have been delegated by the Board shall select.
SECTION 7.3. Proxies in Respect of Stock or Other Securities of Other
Corporations. Unless otherwise provided by the Board, any officer of the
Corporation shall have the authority from time to time to appoint an agent of
agents of the Corporation to exercise in the name and on behalf of the
Corporation the powers and rights which the Corporation may have as the holder
of stock or other securities in any other corporation, to vote or consent in
respect of such stock or securities and to execute or cause to be executed in
the name and on behalf of the Corporation and under its corporate seal or
otherwise, such written proxies, powers of attorney or other instruments as he
may deem necessary or proper in order that the Corporation may exercise such
powers and rights. Such officer may instruct any person or persons appointed as
aforesaid as to the manner of exercising such powers and rights.
SECTION 7.4. Books and Records. The books and records of the
Corporation may be kept at such places within or without the State of Delaware
as the proper officers of the Corporation may from time to time determine.
ARTICLE VIII
Certificates; Stock Record; Transfer and Registration;
New Certificates; Record Date, etc.
SECTION 8.1. Certificates for Stock. Every holder of stock of the
Corporation shall be entitled to have a certificate certifying the number of
shares owned by him in the Corporation and designating the class of stock to
which such shares belong, which shall otherwise be in such form as the Board
shall prescribe. Each such certificate shall be signed by, or in the name of the
Corporation by, the Chairman, a Vice-Chairman, the President or a Vice President
of the Corporation and by the Treasurer, an Assistant Treasurer, the Secretary
or an Assistant Secretary of the Corporation. Any of or all such signatures may
be facsimiles. In case any officer or authorized agent who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer or authorized agent before such certificate is issued, it may
nevertheless be issued by the Corporation with the same effect as if he were
such officer or authorized agent at the date of issue. Every certificate
surrendered to the Corporation for exchange or transfer shall be canceled and a
new certificate or
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certificates shall not be issued in exchange for any existing certificate until
such existing certificate shall have been so canceled, except in cases provided
for in Section 8.4 of this Article.
SECTION 8.2. Stock Record. A stock record in one or more counterparts
shall be kept of the name of the person, firm or corporation owning the stock
represented by each certificate for stock of the Corporation issued, the number
of shares represented by each such certificate, the date thereof and, in the
case of cancellation, the date of cancellation. The person in whose name shares
of stock stand on the stock record of the Corporation shall be deemed the owner
thereof for all purposes as regards the Corporation.
SECTION 8.3. Transfer and Registration of Stock. (a) Transfer. The
transfer of stock and certificates of stock which represent the stock of the
Corporation shall be governed by Article 8 of Subtitle I of Title 6 of the
Delaware Code (as amended from time to time, the "Uniform Commercial Code").
(b) Registration. Registration of transfers of shares of the
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by his attorney thereunto authorized by power of attorney
duly executed and filed with an officer of the Corporation, and on the surrender
of the certificate or certificates for such shares properly endorsed or
accompanied by a stock power duly executed.
SECTION 8.4. New Certificates. (a) Lost, Stolen or Destroyed
Certificates. Where a stock certificate has been lost, apparently destroyed or
wrongfully taken, the issuance of a new stock certificate or the claims based on
such certificate shall be governed by the Uniform Commercial Code.
(b) Mutilated Certificates. Where the holder of any certificate for
stock of the Corporation notifies the Corporation of the mutilation of such
certificate within a reasonable time after he has notice of it, the Corporation
will issue a new certificate for stock in exchange for such mutilated
certificate theretofore issued by it.
(c) Bond. The Board may, in its discretion, require the owner of the
lost, stolen, destroyed or mutilated certificate to give the Corporation a bond
in such sum, limited or unlimited, in such form and with such surety or sureties
sufficient to indemnify the Corporation against any claim that may be made
against it on account of the loss, theft, destruction or mutilation of any such
certificate or the issuance of any such new certificate.
SECTION 8.5. Regulations. The Board may make such rules and regulations
as it may deem expedient, concerning the issue, transfer and registration of
certificates for stock of the Corporation.
SECTION 8.6. Fixing Date for Determination of Stockholders of Record.
In order that the Corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or 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
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in respect of any change, conversion or exchange of stock or for the purpose of
any other lawful action, the Board may fix, in advance, a record date, which
shall not be more than 60 nor less than 10 days before the date of such meeting,
nor more than 60 days prior to any other action. A determination of stockholders
entitled to notice of or to vote at a meeting of the stockholders shall apply to
any adjournment of the meeting; provided, however, that the Board may fix a new
record date for the adjourned meeting.
ARTICLE IX
Seal
SECTION 9.1. Seal. The Board shall provide a corporate seal which shall
be in the form of a circle and shall bear the full name of the Corporation and
the word "Delaware".
ARTICLE X
Fiscal Year
SECTION 10.1. Fiscal Year. The fiscal year of the Corporation shall end
on the last day of December in each year, or such other date as the Board may
determine.
ARTICLE XI
Amendments
SECTION 11.1. Amendments. These By-laws may be amended, altered or
repealed by the vote of a majority of the Board, subject to the power of the
holders of a majority of the outstanding stock of the Corporation entitled to
vote in respect thereof, by their vote given at an annual meeting or at any
special meeting, to amend, alter or repeal any By-law made by the Board.
ARTICLE XII
Subject to Law
SECTION 12.1. Subject to Law. All provisions of these By-laws are
subject to requirements of applicable law and the Certificate of Incorporation
of the Corporation.
ARTICLE XIII
Indemnification
SECTION 13.1 Indemnification of Officers and Directors. The Corporation
shall indemnify each of its directors or officers, who shall serve as a director
or officer of this Corporation or of any other corporation at the request of
this Corporation, to the fullest extent permitted under and in accordance with
the laws of the State of Delaware.
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ARTICLE XIV
Interested Directors
SECTION 14.1 Interested Directors; Quorum. No contract or transaction
between the Corporation and one or more of its directors or officers, or between
the Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his or their votes are
counted for such purposes, if: (1) the material facts as to his relationship or
interest and as to the contract or transaction are disclosed or are known to the
Board of Directors or the committee, and the Board of Directors or committee in
good faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or (2) the material facts as to his relationship or
interest and as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders; or (3) the
contract or transaction is fair as to the corporation as of the time it is
authorized, approved or ratified, by the Board of Directors, a committee
thereof, or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction.