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Exhibit 3.5
TRIDEX CORPORATION
AMENDED AND RESTATED BY-LAWS
(Amended and Restated as of January 22, 1996)
Article I. Stockholders' Meetings.
Section 1. Annual meetings. The annual meeting of the stockholders for
the election of directors and the transaction of such other business as may
properly come before the meeting shall be held in May or June of each year on
such date and at such time as the Board of Directors shall determine.
Section 2. Special meetings. Special meetings of the stockholders may
be called by the President, the Board of Directors or the Secretary. Upon the
written request of the holders of not less than ten percent (10%) of each class
of the shares entitled to vote at the meeting, the President shall call a
special stockholders' meeting for the purposes specified in such request.
Section 3. Place of meetings. Meetings of the stockholders shall be
held at such place within or without the State of Connecticut as the Board of
Directors shall designate and in the absence of such designation shall be held
at the principal office of the corporation in Connecticut.
Section 4. Notice. Notice of the time, place and purposes of every
stockholders' meeting shall be given by mailing notice of the same at least
seven (7) days before the meeting to each stockholder of record entitled to vote
thereon.
Section 5. Record date. The Board of Directors may fix a record date
for determination of the stockholders entitled to notice of and to participate
in any dividend or other distribution, any vote on any question at any
stockholders' meeting, or any other action, which record date shall not be more
than forty-five (45) days nor less than ten (10) days in advance of the date of
such dividend distribution, meeting or action.
Article II. Board of Directors.
Section 1. Powers, number, term. The management of all the affairs,
property and business of the corporation shall be vested in a Board of Directors
of not less than five nor more than eleven members, who shall be elected at the
annual meeting of the stockholders for a term of one year and until their
successors are elected and qualified. The Board of Directors may exercise all
powers not specifically reserved to the stockholders.
Section 2. Vacancies. Vacancies in the Board of Directors, from
whatever cause, may be filled by vote of a majority of the remaining Directors.
Any Director thus elected shall hold office until his successor is elected and
qualified.
Section 3. Regular meetings. A regular meeting of the Board of
Directors shall be held immediately following each annual meeting of the
stockholders. Other regular meetings shall be held at such times and places as
may be designated by the Board.
Section 4. Special meetings. Special meetings of the Directors may be
called by the President or by any two Directors upon the giving of reasonable
notice thereof.
Article III. Committees.
Section 1. Executive Committee. The Board of Directors may appoint from
among its members an Executive Committee of not less than three Directors which
shall have and may exercise in the intervals between meetings of the Board all
such powers in the management of the business and affairs of the corporation as
may lawfully be delegated to an executive committee and are not expressly or by
reasonable implication reserved to the Board of Directors or conferred upon
other authority. The Executive committee shall keep minutes of its doings and
shall report thereon to the next meeting of the Board.
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Section 2. Other committees. The Board of Directors may establish other
standing or special committees with such powers and duties, not inconsistent
with law, as the Board may assign.
Section 3. Tenure and vacancies. Membership on any committee shall be
at the pleasure of the Board of Directors. In the absence of any member of any
committee, the members thereof present at any meeting, although less than a
quorum, may appoint a member of the Board of Directors to act in the place of
such absent member.
Article IV. Officers.
Section 1. Election and tenure. The officers of the corporation shall
be a Chairman, a Vice Chairman, a President, one or more Vice Presidents, a
Secretary and a Treasurer, all of whom shall be elected annually by the
Directors at their meeting following the annual stockholders meeting and shall
hold office at the pleasure of the Board of Directors.
Section 2. Chairman, Vice Chairman, President. The Chairman, or in his
absence the President, shall preside at all meetings of stockholders and
directors. The Vice Chairman shall have such duties not inconsistent with these
by-laws as the Chairman may assign. The President shall have general supervision
of the affairs of the corporation and subject to these by-laws shall exercise
all the powers and perform all the duties normally pertaining to the office.
Section 3. Vice President. The Vice President shall, in the order
designated by the Board of Directors, exercise the function of the President
during his absence or disability and shall each have such other powers and
duties as may be assigned from time to time by the Board of Directors or the
President.
Section 4. Secretary. The Secretary shall issue notices of all
stockholders' and directors' meetings, shall keep minutes of the same, and
perform such other duties as normally pertain to the office or are prescribed by
the President or the Board of Directors.
Section 5. Treasurer. The Treasurer shall be the chief financial
officer of the Corporation, shall have custody of all its monies and securities,
shall keep regular books of account and shall perform such other duties as
normally pertain to the office or are prescribed by the President or the Board
of Directors.
Section 6. Vacancies. All vacancies arising in any office of the
Corporation may be filled by the Board of Directors at any of its meetings.
Section 7. Other officers; multiple offices. The Board of Directors may
appoint such other officers as it shall deem necessary, who shall exercise such
powers and perform such duties as it shall determine. Any two or more offices,
except the offices of President and Secretary, may be held by the same person.
Salaries of all officers shall be fixed by the Board of Directors or by a
Compensation Committee established by the Board of Directors.
Article V. Stock Certificates and Records.
Section 1. Certificates. Certificates of stock shall be in the form
approved by the Board of Directors and shall be signed by the President or a
Vice President and by the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary and sealed with the seal of the corporation. The Board
of Directors shall have power to appoint a transfer agent and/or registrar and
to require the countersignature of such transfer agent or registrar upon stock
certificates. When any certificate shall be signed by a transfer agent or
registrar, the signatures of the aforesaid officers may be facsimile signatures
and the seal of the corporation may be a facsimile seal.
Section 2. Records. In the absence of the appointment of any transfer
agent or registrar the Secretary shall have charge of the stock books of the
corporation and shall cause all issues and transfers of stock of the corporation
to be recorded therein.
Article VI. Indemnification. The following provisions regarding indemnification
are intended to be consistent with 33-320a of the Connecticut Stock Corporation
Act.
Section 1. Definitions. As used in this Article:
"Indemnified Person" includes any person (or such person's legal
representative) who is or was a director, officer, employee, agent or
shareholder of the corporation and any person who is or was serving at the
request of the corporation as a director, officer, partner, trustee, employee or
agent of another enterprise; and any director, officer or employee who is or
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was serving at the request of the corporation as a fiduciary of an employee
benefit plan or trust maintained for the benefit of employees of the corporation
or employees of any other enterprise;
"Loss" includes judgements, fines (including ERISA excise taxes),
penalties, and expenses (including amounts paid in settlement and reasonable
attorneys' fees and disbursements);
"Party" includes a person who was, is or is threatened to be made, a
defendant or respondent in a Proceeding; and
"Proceeding" means any threatened, pending or completed action, suit or
proceeding, or appeal thereof, whether civil, criminal, administrative or
investigative, involving any person in his capacity as an Indemnified Person.
Section 2. Indemnification.
(a) For actions other than by or in the right of the corporation, the
corporation shall indemnify any Indemnified Person made a Party to any
Proceeding against any Loss actually incurred by the Indemnified Person in
connection with such Proceeding, except as otherwise provided in Section 3(a).
(b) For actions by or in the right of the corporation, the corporation
shall indemnify any Indemnified Person made a Party to any Proceeding against
reasonable expenses actually incurred by the Indemnified Person in connection
with such Proceeding in relation to matters as to which such Indemnified Person
is finally adjudged not to have breached his duty to the corporation, or where
the court, on application as provided in Section 5 below, shall have determined
that such Indemnified Person is fairly and reasonably entitled to be
indemnified, and then for such amount as the court shall determine. The
corporation shall not so indemnify any Indemnified Person for amounts paid to
the corporation, to a plaintiff or to counsel for a plaintiff in settling or
otherwise disposing of such a Proceeding, with or without court approval; or for
expenses including attorneys' fees incurred in defending such a Proceeding which
is settled or otherwise disposed of without court approval.
Section 3. Exclusions From Indemnification. The indemnification
provided for in Section 2(a) above shall not be provided to any Indemnified
Person unless (a) the Indemnified Person was successful on the merits in the
defense of any such Proceeding, or (b) it shall be concluded under Section 4
below that such Indemnified Person acted in good faith and in a manner he
reasonably believed to be in the best interests of the corporation, or, if
applicable, the best interests of the participants and beneficiaries of the
employee benefit plan or trust (and consistent with the provisions of such plan
or trust) and, with respect to any criminal action, that he had no reasonable
cause to believe his conduct was unlawful, or (c) the court, on application as
provided in Section 5 below shall have determined that such Indemnified Person
is fairly and reasonably entitled to be indemnified, and then for such amount as
the court shall determine; provided, however, that if the claim giving rise to
indemnification under Section 2(a) is based upon the Indemnified Person's
purchase or sale of securities of the corporation or of another enterprise, the
corporation shall only indemnify such Indemnified Person upon the determination
of a court as described in Section 3(c) herein.
Section 4. Conclusion of Good Faith. The conclusion of good faith
provided for in Section 3(b) above may be reached by any one of the following:
(a) the board of directors of the corporation by a consent in writing signed by
a majority of those directors who were not parties to such Proceeding; (b)
independent legal counsel selected by a consent in writing signed by a majority
of those directors who were not parties to such Proceeding; (c) in the case of
any employee or agent who is not an officer or director of the corporation, the
corporation's general counsel; or (d) the shareholders of the corporation by the
affirmative vote of at least a majority of the voting power of shares not owned
by parties to such Proceeding. The Indemnified Person may also apply to a court
for such conclusion, upon application as provided in Section 5 below, even
though the conclusion reached under any of the foregoing shall have been adverse
to the Indemnified Person. The termination of any Proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent shall
not, of itself, create a presumption that the Indemnified Person did not satisfy
the good faith standard of conduct required under Section 3(b).
Section 5. Application to the Court. Where an application for
indemnification or an application for a conclusion of good faith as provided in
this Article is made to a court, it shall be made to the court in which the
Proceeding is pending or to the superior court for the judicial district where
the principal office of the corporation is located. The application shall
conform to the applicable rules of the court. Notice of such application shall
be provided to the corporation, and to any other persons as the court may
designate.
Section 6. Advance Payment of Expenses. The corporation shall pay the
indemnifiable expenses of an Indemnified Person in advance of the final
disposition of any Proceeding except to the extent that the defense of a claim
against the Indemnified Person is undertaken pursuant to any directors' and
officers' liability insurance maintained by the corporation.
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The advance payment of such expenses will be subject to the Indemnified Person's
first agreeing in writing to repay such advances if it is thereafter determined
that the Indemnified Person was not entitled to indemnification under this
Article.
Section 7. Notices, Insurance. Promptly after receipt by the
Indemnified Person of a notice of or threat of commencement of any Proceeding
for which indemnification may be sought from the corporation under this Article,
the Indemnified Person shall notify the corporation in writing of such notice or
threat. If, at the time of receipt of such notice, the corporation has any
directors' or officers' liability insurance in effect, the corporation will give
prompt notice of the commencement of such Proceeding to the insurer, and take
all necessary and desirable action to cause such insurer to pay any amounts and
expenses which the Indemnified Person is obligated to pay as a result of such
Proceeding, in accordance with the terms of such insurance policies. The
corporation may obtain insurance providing for greater indemnification than that
described in this Article.
Article VII. Miscellaneous.
Section 1. Fiscal Year. The fiscal year of the corporation shall end on
the last calendar day of December.
Section 2. Informal directors or committee action. Except for an
amendment to these by-laws, any action required or permitted to be taken at any
meeting of the Board of Directors or any committee thereof, may be taken without
a meeting if written consent thereto is signed by all members of the Board or
such committee, as the case may be, and such consent is filed with the minutes
of proceedings of the Board or Committee.
Section 3. Waivers of notice. Whenever any notice of the time, place or
purposes of any meeting of the stockholders, directors or any committee is
required to be given by law, the Certificate of Incorporation or these By-laws,
a written waiver thereof, signed by any person entitled to such notice and filed
with the records of the meeting, whether before or after the holding thereof, or
actual attendance at such meeting in person or by proxy, shall be deemed
equivalent to the giving of such notice to such person.
Section 4. Amendments. Except as otherwise provided by law or the
Certificate of Incorporation, the Board of Directors shall have power to adopt,
amend or repeal the By-laws of the corporation.
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