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Exhibit 3.2
BYLAWS
OF
EURONET SERVICES INC.
(the "Corporation")
ARTICLE I
OFFICES
The Corporation may have such office(s) at such place(s), both within and
outside the State of Delaware, as the Board of Directors from time to time
determines or as the business of the Corporation from time to time requires.
ARTICLE II
MEETINGS OF THE STOCKHOLDERS
Section 1. ANNUAL MEETINGS. Annual meetings of the stockholders shall be
held on the 30th day of April, beginning in 1997, if not a legal holiday, or,
if a legal holiday, then on the next business day following, or at such other
date and time and at such place (within or outside the State of Delaware) as is
designated from time to time by the Board of Directors and stated in the notice
of the meeting. At each annual meeting the stockholders shall elect directors
as provided in Section 1 of Article III and shall transact such other business
as may properly be brought before the meeting.
Section 2. SPECIAL MEETINGS. Unless otherwise prescribed by law, the
Certificate of Incorporation or these Bylaws, special meetings of the
stockholders for any purpose or purposes may be called by the President or
Secretary upon the written request of a majority of the total number of
directors of the Corporation or of holders owning not less than 50 percent
(50%) of the shares of capital stock of the Corporation issued and outstanding
and entitled to vote at any such meeting. Requests for special meetings shall
state the purpose or purposes of the proposed meeting.
Section 3. NOTICES OF ANNUAL AND SPECIAL MEETINGS.
(a) Except as otherwise provided by law, the Certificate of Incorporation
or these Bylaws, written notice of any annual or special meeting of the
stockholders shall state the place, date and time thereof and, in the case of a
special meeting, the purpose or purposes for which the meeting is called, and
shall be given to each stockholder of record entitled to vote at such meeting
not less than ten (10) nor more than sixty (60) days prior to the meeting.
(b) Notice of any meeting of stockholders (whether annual or special) to
act upon an amendment of the Certificate of Incorporation, a reduction of
stated capital or a plan of merger, consolidation or sale of all or
substantially all of the Corporation's assets shall be given to each
stockholder of record entitled to vote at such meeting not less than twenty
(20) nor more than sixty (60) days before the date of such meeting. Any such
notice shall be
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accompanied by a copy of the proposed amendment or plan of reduction, merger,
consolidation or sale.
Section 4. RECORD DATE.
a) In order that the Corporation may determine the stockholders entitled
(i) to notice of or to vote at any meeting of stockholders or any adjournment
thereof, (ii) to receive payment of any dividend or other distribution, or
allotment of any rights, or (iii) 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, in advance, may fix a date as the record date
for any such determination, which record date shall not precede the date upon
which the resolution fixing the record date is adopted by the Board of
Directors, and which record date shall not be more than sixty (60) days nor
less than ten (10) days before the date of such meeting, nor more than sixty
(60) days prior to the date of any other action. A determination of
stockholders of record entitled to notice of or to vote at a meeting of the
stockholders shall apply to any adjournment of the meeting taken pursuant to
Section 6 of Article II; provided, however, that the Board of Directors, in its
discretion, may fix a new record date for the adjourned meeting.
b) In order that the Corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting as provided in Section
8 of Article II, the Board of Directors may fix a record date, which record date
shall not precede the date upon which the resolution fixing the record date is
adopted by the Board of Directors, and which date shall not be more than ten
days after the date upon which the resolution fixing the record date is adopted
by the Board of Directors. If no record date has been fixed by the Board of
Directors, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board
is required, shall be the first date on which a signed written consent setting
forth the action taken or proposed to be taken is delivered to the Corporation
by delivery to its principal place of business, or an officer or agent of the
Corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. If no record date has been fixed by the Board of
Directors and prior action by the Board of Directors is required by the Delaware
General Corporation Law, the record date for determining stockholders entitled
to consent to corporate action in writing without a meeting shall be at the
close of business on the day on which the Board of Directors adopts the
resolution taking such prior action.
Section 5. LIST OF STOCKHOLDERS. At least ten (10) days (but not more
than sixty (60) days) before any meeting of the stockholders, the officer or
transfer agent in charge of the stock transfer books of the Corporation shall
prepare and make a complete alphabetical list of the stockholders entitled to
vote at such meeting, which list shows the address of each stockholder and the
number of shares registered in the name of each stockholder. The list so
prepared shall be maintained 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, and shall be
open to inspection by any stockholder, for any purpose germane to the meeting,
during ordinary business hours during a period of no less than ten (10) days
prior to the meeting. The list also shall be produced and kept open at the
meeting (during the entire duration thereof) and, except as otherwise provided
by law, may be
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inspected by any stockholder or proxy of a stockholder who is
present in person at such meeting.
Section 6. PRESIDING OFFICERS; ORDER OF BUSINESS.
(a) Meetings of the stockholders shall be presided over by the President,
or, if the President is not present, by a Vice President, if any, or, if a Vice
President is not present, by such person who is chosen by the Board of
Directors, or, if none, by a chairperson to be chosen at the meeting by
stockholders present in person or by proxy who own a majority of the shares of
capital stock of the Corporation entitled to vote and represented at such
meeting. The secretary of meetings shall be the Secretary of the Corporation,
or, if the Secretary is not present, an Assistant Secretary, if any, or, if an
Assistant Secretary is not present, such person as may be chosen by the Board
of Directors, or, if none, by such person who is chosen by the chairperson at
the meeting.
(b) The following order of Business, unless otherwise ordered at the
meeting by the chairperson thereof, shall be observed as far as practicable and
consistent with the purposes of the meeting:
(1) Call of the meeting to order.
(2) Presentation of proof of mailing of notice of the meeting and, if
the meeting is a special meeting, the call thereof.
(3) Presentation of proxies.
(4) Determination and announcement that a quorum is present.
(5) Reading and approval (or waiver thereof) of the minutes of the
previous meeting.
(6) Reports, if any, of officers.
(7) Election of directors, if the meeting is an annual meeting or a
meeting called for such purpose.
(8) Consideration of the specific purpose or purposes for which the
meeting has been called (other than the election of directors).
(9) Transaction of such other business as may properly come before the
meeting.
(10) Adjournment.
Section 7. QUORUM; ADJOURNMENTS
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(a) The holders of one-third of the shares of capital stock of the
Corporation issued and outstanding and entitled to vote at any given meeting
present in person or by proxy shall be necessary to and shall constitute a
quorum for the transaction of business at all meetings of the stockholders,
except as otherwise provided by law or by the Certificate of Incorporation.
(b) If a quorum is not present in person or by proxy at any meeting of
stockholders, the stockholders entitled to vote thereat, present in person or
by proxy, shall have the power to adjourn the meeting from time to time,
without notice of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken, until a quorum is
present in person or by proxy.
(c) Even if a quorum is present in person or by proxy at any meeting of
the stockholders, the stockholders entitled to vote thereat present in person
or by proxy shall have the power to adjourn the meeting from time to time for
good cause, without notice of the adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken, until a
date which is not more than thirty (30) days after the date of the original
meeting.
(d) Any business which might have been transacted at a meeting as
originally called may be transacted at any meeting held after adjournment as
provided in this Section 6 at which reconvened meeting a quorum is present in
person or by proxy. Anything in paragraph (b) of this Section 6 to the
contrary notwithstanding, if an adjournment is for more than thirty (30) days,
or if after an adjournment a new record date is fixed for the adjourned
meeting, notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote thereat.
Section 8. VOTING.
(a) At any meeting of stockholders every stockholder having the right to
vote shall be entitled to vote in person or by proxy. Except as otherwise
provided by law or by the Certificate of Incorporation, each stockholder of
record shall be entitled to one vote (on each matter submitted to a vote) for
each share of capital stock registered in his, her or its name on the books of
the Corporation.
(b) Except as otherwise provided by law or by the Certificate of
Incorporation, all matters shall be determined by a vote of a majority of the
shares present in person or represented by proxy and voting on such matters.
Section 9. ACTION BY CONSENT. Any action required or permitted to be
taken at any meeting of the stockholders may be taken without a meeting,
without prior notice and without a vote, if a consent setting forth the action
so taken, shall be signed by the holders of outstanding shares having not less
than the minimum number of votes that would be necessary to authorize or take
such action. All written consents shall be filed with the minutes of the
meetings of the stockholders.
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ARTICLE III
DIRECTORS
Section 1. GENERAL POWERS; NUMBER; TENURE. The business and affairs of
the Corporation shall be managed under the direction of its Board of Directors,
which may exercise all powers of the Corporation and perform or authorize the
performance of all lawful acts and things which are not by law, the Certificate
of Incorporation or these Bylaws directed or required to be exercised or
performed by the stockholders. The number of directors of the Corporation
shall be as provided by the Certificate of Incorporation. The directors shall
be elected at the annual meeting of the stockholders (except as otherwise
provided in Section 2 of this Article III). The directors, other than those who
may be elected by the holders of any class or series of preferred stock, shall
be divided into three classes, as nearly equal in number as reasonably
possible, with the term of office of the first class to expire at the
conclusion of the first annual meeting of stockholders, the term of office of
the second class to expire at the conclusion of the annual meeting of
stockholders one year thereafter and the term of office of the third class to
expire at the conclusion of the annual meeting of stockholders two years
thereafter, with each director to hold office until his or her successor shall
have been duly elected and qualified. At each annual meeting of stockholders
following such initial classification and election, directors elected to
succeed those directors whose terms expire shall be elected for a term of
office to expire at the third succeeding annual meeting of stockholders after
their election, with each director to hold office until his or her successor
shall have been duly elected and qualified. Directors need not be stockholders
nor residents of the State of Delaware.
Section 2. VACANCIES. Vacancies and newly created directorships may be
filled by a majority of the directors then in office, although less than a
quorum, or by the sole remaining director. When one or more directors shall
resign from the Board, effective at a future date, a majority of the directors
then in office, including those who have so resigned, shall have the power to
fill such vacancy or vacancies, the vote thereon to take effect when such
resignation or resignations shall become effective, and each director so chosen
shall hold office until the next annual meeting of the stockholders or until
his successor has been elected and has qualified.
Section 3. REMOVAL; RESIGNATION.
(a) Except as otherwise provided by law, the Certificate of Incorporation
or these Bylaws, at any meeting of the stockholders called expressly for such
purpose any director may be removed, with or without cause, by a vote of
stockholders holding a majority of the shares issued and outstanding and
entitled to vote at an election of directors.
(b) Any director may resign at any time by giving written notice to the
Board of Directors, the Chairman of the Board, if any, the President, or the
Secretary of the Corporation. Unless otherwise specified in such written
notice, a resignation shall take effect upon delivery thereof to the Board of
Directors or the designated officer. A resignation need not be accepted in
order for it to be effective.
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Section 4. PLACE OF MEETINGS. The Board of Directors may hold both
regular and special meetings either within or outside the State of Delaware, at
such place as the Board from time to time deems advisable.
Section 5. ANNUAL MEETING. The annual meeting of each newly elected Board
of Directors shall be held as soon as is practicable (but in no event more than
ten (10) days) following the annual meeting of the stockholders, and no notice
to the newly elected directors of such meeting shall be necessary for such
meeting to be lawful, provided a quorum is present thereat.
Section 6. REGULAR MEETINGS. Additional regular meetings of the Board of
Directors may be held without notice, at such time and place as from time to
time may be determined by the Board of Directors.
Section 7. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the Chairman of the Board, if any, or by the President or by
any two (2) directors upon two (2) days' notice to each director if such notice
is delivered personally or sent by telegram, or upon five (5) days' notice if
sent by mail.
Section 8. QUORUM; ADJOURNMENTS. A majority of the number of directors
then in office shall constitute a quorum for the transaction of business at
each and every meeting of the Board of Directors, and the act 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, except as may otherwise specifically be provided
by law, the Certificate of Incorporation or these Bylaws. If a quorum is not
present at any meeting of the Board of Directors, the directors present may
adjourn the meeting, from time to time, without notice other than announcement
at the meeting, until a quorum is present.
Section 9. COMPENSATION. Directors shall be entitled to such compensation
for their services as directors as from time to time may be fixed by the Board
of Directors and in any event shall be entitled to reimbursement of all
reasonable expenses incurred by them in attending directors' meetings. Any
director may waive compensation for any meeting. No director who receives
compensation as a director shall be barred from serving the Corporation in any
other capacity or from receiving compensation and reimbursement of reasonable
expenses for any or all such other services.
Section 10. ACTION BY CONSENT. Any action required or permitted to be
taken at any meeting of the Board of Directors may be taken without a meeting
and without prior notice if a written consent in lieu of such meeting which
sets forth the action so taken is signed either before or after such action by
all directors. All written consents shall be filed with the minutes of the
Board's proceedings.
Section 11. MEETINGS BY TELEPHONE OR SIMILAR COMMUNICATIONS. The Board of
Directors may participate in meetings by means of conference telephone or
similar communications equipment, whereby all directors participating in the
meeting can hear each other at the same time, and participation in any such
meeting shall constitute presence in person by such director at such meeting.
A written record shall be made of all actions taken at
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any meeting conducted by means of a conference telephone or similar
communications equipment.
ARTICLE IV
COMMITTEES
Section 1. COMMITTEES. (a) The Board of Directors, by resolution duly
adopted by a majority of directors at a meeting at which a quorum is present,
may appoint such committee or committees as it shall deem advisable and with
such limited authority as the Board of Directors shall from time to time
determine.
(b) The Board of Directors shall have the power at any time to fill
vacancies in, change the membership of, or discharge any committee.
(c) Members of any committee shall be entitled to such compensation for
their services as such as from time to time may be fixed by the Board of
Directors and in any event shall be entitled to reimbursement of all reasonable
expenses incurred in attending committee meetings. Any member of a committee
may waive compensation for any meeting.
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No committee member who receives compensation as a member of any one or more
committees shall be barred from serving the Corporation in any other capacity or
from receiving compensation and reimbursement of reasonable expenses for any or
all such other services.
(d) Unless prohibited by law, the provisions of Section 10 ("Action by
Consent") and Section ("Meetings by Telephone or Similar Communications") of
Article III shall apply to all committees from time to time created by the
Board of Directors.
ARTICLE V
OFFICERS
Section 1. POSITIONS. The officers of the Corporation shall be chosen by
the Board of Directors and shall consist of a President, a Secretary and a
Treasurer. The Board of Directors also may choose a Chairman of the Board, one
or more Vice Presidents, Assistant Secretaries and/or Assistant Treasurers and
such other officers and/or agents as the Board from time to time deems
necessary or appropriate. The Board of Directors may delegate to the President
of the Corporation the authority to appoint any officer or agent of the
Corporation and to fill a vacancy other than the President, Secretary or
Treasurer. The election or appointment of any officer of the Corporation in
itself shall not create contract rights for any such officer. All officers of
the Corporation shall exercise such powers and perform such duties as from time
to time shall be determined by the Board of Directors. Unless otherwise
provided in the Certificate of Incorporation, any number of offices may be held
by the same person .
Section 2. TERM OF OFFICE; REMOVAL. Each officer of the Corporation shall
hold office at the pleasure of the Board and any officer may be removed, with
or without cause, at any time by the affirmative vote of a majority of the
directors then in office, provided that any officer appointed by the President
pursuant to authority delegated to the President by the Board of Directors may
be removed, with or without cause, at any time whenever the President in his or
her absolute discretion shall consider that the best interests of the
Corporation shall be served by such removal. Removal of an officer by the
Board or by the President, as the case may be, shall not prejudice the contract
rights, if any, of the person so removed. Vacancies (however caused) in any
office may be filled for the unexpired portion of the term by the Board of
Directors (or by the President in the case of a vacancy occurring in an Office
to which the President has been delegated the authority to make appointments).
Section 3. COMPENSATION. The salaries of all officers of the Corporation
shall be fixed from time to time by the Board of Directors, and no officer
shall be prevented from receiving a salary by reason of the fact that he also
receives from the Corporation compensation in any other capacity.
Section 4. CHAIRMAN OF THE BOARD. The Chairman of the Board, if any,
shall be an officer of the Corporation and, subject to the direction of the
Board of Directors, shall perform such executive, supervisory and management
functions and duties as from time to
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time may be assigned to him or her by the Board. The Chairman of the Board, if
present, shall preside at all meetings of the stockholders and all meetings of
the Board of Directors.
Section 5. PRESIDENT. The President shall be the chief executive officer
of the Corporation and, subject to the direction of the Board of Directors,
shall have general charge of the business, affairs and property of the
Corporation and general supervision over its other officers and agents. In
general, the President shall perform all duties incident to the office of
President of a stock corporation and shall see that all orders and resolutions
of the Board of Directors are carried into effect. Unless otherwise prescribed
by the Board of Directors, the President shall have full power and authority on
behalf of the Corporation to attend, act and vote at any meeting of security
holders of other corporations in which the Corporation may hold securities. At
any such meeting the President shall possess and may exercise any and all
rights and powers incident to the ownership of such securities which the
Corporation possesses and has the power to exercise. The Board of Directors
from time to time may confer like powers upon any other person or persons.
Section 6. VICE PRESIDENTS. In the absence or disability of the
President, the Vice President, if any (or in the event there is more than one,
the Vice Presidents in the order designated, or in the absence of any
designation, in the order of their election), shall perform the duties and
exercise the powers of the President. The Vice President(s), if any, also
generally shall assist the President and shall perform such other duties and
have such other powers as from time to time may be prescribed by the Board of
Directors.
Section 7. SECRETARY. The Secretary shall attend all meetings of the
Board of Directors and of the stockholders and shall record all votes and the
proceedings of all meetings in a book to be kept for such purposes. The
Secretary also shall perform like duties for the Executive Committee or other
committees, if required by any such committee. The Secretary shall give (or
cause to be given) notice of all meetings of the stockholders and all special
meetings of the Board of Directors and shall perform such other duties as from
time to time may be prescribed by the Board of Directors, the Chairman of the
Board, if any, or the President. The Secretary shall have custody of the seal
of the Corporation, shall have authority (as shall any Assistant Secretary) to
affix the same to any instrument requiring it, and to attest the seal by his or
her signature. The Board of Directors may give general authority to officers
other than the Secretary or any Assistant Secretary to affix the seal of the
Corporation and to attest the affixing thereof by his or her signature.
Section 8. ASSISTANT SECRETARY. The Assistant Secretary, if any (or in
the event there is more than one, the Assistant Secretaries in the order
designated, or in the absence of any designation, in the order of their
election), in the absence or disability of the Secretary, shall perform the
duties and exercise the powers of the Secretary. The Assistant Secretary(ies),
if any, shall perform such other duties and have such other powers as from time
to time may be prescribed by the Board of Directors.
Section 9. TREASURER. The Treasurer shall have the custody of the
corporate funds, securities, other similar valuable effects, and evidences of
indebtedness, shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the
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Corporation in such depositories as from time to time may be designated by the
Board of Directors. The Treasurer shall disburse the funds of the Corporation
in such manner as may be ordered by the Board of Directors from time to time and
shall render to the Chairman of the Board, the President and the Board of
Directors, at regular meetings of the Board or whenever any of them may so
require, an account of all transactions and of the financial condition of the,
Corporation.
Section 10. ASSISTANT TREASURER. The Assistant Treasurer, if any (or in
the event there is more than one, the Assistant Treasurers in the order
designated, or in the absence of any designation, in the order of their
election), in the absence or disability of the Treasurer, shall perform the
duties and exercise the powers of the Treasurer. The Assistant Treasurer(s),
if any, shall perform such other duties and have such other powers as from time
to time may be prescribed by the Board of Directors.
ARTICLE VI
NOTICES
Section 1. FORM; DELIVERY. Any notice required or permitted to be given
to any director, officer, stockholder or committee member shall be given in
writing, either personally, by facsimile or by first-class mail with postage
prepaid, in either case addressed to the recipient at his or her address and/or
facsimile telephone number as it appears in the records of the Corporation.
Personally delivered notices shall be deemed to be given at the time they are
delivered at the address of the named recipient as it appears in the records of
the Corporation, and mailed notices shall be deemed to be given at the time
they are deposited in the United States mail. Notice to a director also may be
given by telegram sent to his address as it appears on the records of the
Corporation and shall be deemed given at the time delivered at such address.
Section 2. WAIVER; EFFECT OF ATTENDANCE. Whenever any notice is required
to be given by law, the Certificate of Incorporation or these Bylaws, a written
waiver thereof, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be the equivalent of the
giving of such notice. In addition, any stockholder who attends a meeting of
stockholders in person, or who is represented at such meeting by a proxy, or
any director or committee member who attends a meeting of the Board of
Directors or a committee thereof shall be deemed to have had timely and proper
notice of the meeting, unless such stockholder (or his or her proxy) or
director or committee member attends for the express purpose of objecting to
the transaction of any business on the grounds that the meeting is not lawfully
called or convened.
ARTICLE VII
INDEMNIFICATION AND EXCULPATION;
TRANSACTIONS WITH AFFILIATED PERSONS
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Section 1. INDEMNIFICATION AND EXCULPATION. Reference is hereby made to
Section 145 of the General Corporation Law of the State of Delaware (or any
successor provision thereto). The Corporation shall indemnify each person who
may be indemnified (the "Indemnitees") pursuant to such section, to the full
extent permitted thereby. In each and every situation where the Corporation may
do so under such section, the Corporation hereby obligates itself to so
indemnify the Indemnitees, and in each case, if any, where the Corporation must
make certain investigations on a case-by-case basis prior to indemnification,
the Corporation hereby obligates itself to pursue such investigation diligently,
it being the specific intention of these Bylaws to obligate the Corporation to
indemnify each person whom it may indemnify to the fullest extent permitted by
law at any time and from time to time. To the extent not prohibited by Section
145 of the General Corporation Law of the State of Delaware (or any other
provision of the General Corporation Law of the State of Delaware), the
Indemnitees shall not be liable to the Corporation except for their own
individual willful misconduct or actions taken in bad faith. Expenses incurred
by an officer or director in defending any action, suit or proceeding shall be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding to the fullest extent permitted by subsection (e) of Section 145.
Section 2. COMMON OR INTERESTED OFFICERS AND DIRECTORS. The officers and
directors shall exercise their powers and duties in good faith and with a view
to the best interests of the Corporation. No contract or other transaction
between the Corporation and one or more of its officers or directors, or
between the Corporation and any corporation, firm, association or other entity
in which one or more of the officers or directors of the Corporation are
officers or directors, or are pecuniarily or otherwise interested, shall be
either void or voidable because of such common directorate, officership or
interest, because such officers or directors are present at the meeting of the
Board of Directors or any committee thereof which authorizes, approves or
ratifies the contract or transaction, or because his, her or their votes are
counted for such purpose, if (unless otherwise prohibited by law) any of the
conditions specified in the following paragraphs exist:
(a) the material facts of the common directorate or interest or contract
or transaction are disclosed or known to the Board of Directors or committee
thereof and the Board or committee authorizes or ratifies such contract or
transaction in good faith by the affirmative vote of a majority of the
disinterested directors, even though the number of such disinterested directors
may be less than a quorum; or
(b) the material facts of the common directorate or interest or contract
or transaction are disclosed or 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
(c) the contract or transaction is fair and commercially reasonable to the
Corporation at the time it is authorized, approved or ratified by the Board, a
committee thereof, or the stockholders, as the case may be.
Common or interested directors may be counted in determining whether a
quorum is present at any meeting of the Board of Directors or committee thereof
which authorizes, approves or ratifies any contract or transaction, and may
vote thereat to authorize any contract
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or transaction with like force and effect as if he, she or they were not such
officers or directors of such other corporation or were not so interested.
ARTICLE VIII
STOCK CERTIFICATES
Section 1. FORM; SIGNATURES. Each stockholder who has fully paid for any
stock of the Corporation shall be entitled to receive a certificate
representing such shares, and such certificate shall be signed by the Chairman
of the Board, if any, or the President or a Vice President, if any, and by the
Treasurer or an Assistant Treasurer, if any, or the Secretary or an Assistant
Secretary, if any, of the Corporation. Signatures on the certificate may be
facsimile, in the manner prescribed by law. Each certificate shall exhibit on
its face the number and class (and series, if any) of the shares it represents.
Each certificate also shall state upon its face the name of the person to whom
it is issued and that the Corporation is organized under the laws of the State
of Delaware. Each certificate may (but need not) be sealed with the seal of
the Corporation or facsimile thereof. In the event any officer, transfer agent
or registrar who has signed or whose facsimile signature has been placed upon a
certificate ceases to be such officer, transfer agent or registrar before the
certificate is issued, the certificate nevertheless may be issued by the
Corporation with the same effect as if such person were such officer at the
date of issue of the certificate. All stock certificates representing shares
of capital stock which are subject to restrictions on transfer or to other
restrictions may have imprinted thereon a notation of such restriction.
Section 2. REGISTRATION OF TRANSFER. Upon surrender to the Corporation or
to any transfer agent of the Corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, the Corporation, or its transfer agent, shall issue a
new certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon the Corporation's books.
Section 3. REGISTERED STOCKHOLDERS. Except as otherwise provided by law,
the Corporation shall be entitled to recognize the exclusive right of a person
who is registered on its books as the owner of shares of its capital stock to
receive dividends or other distributions (to the extent otherwise distributable
or distributed), to vote (in the case of voting stock) as such owner, and to
hold liable for calls and assessments a person who is registered on its books
as the owner of shares of its capital stock. 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. The Corporation (or its transfer agent) shall
not be required to send notices or dividends to a name or address other than
the name or address of the stockholders appearing on the stock ledger
maintained by the Corporation (or by the transfer agent or registrar, if any),
unless any such stockholder shall have notified the Corporation (or the
transfer agent or registrar, if any), in writing, of another name or address at
least ten (10) days prior to the mailing of such notice or dividend.
Section 4. LOST, STOLEN OR DESTROYED CERTIFICATE. The Board of Directors
may direct a new certificate to be issued in place of any certificate
theretofore issued by the Corporation which is claimed to have been lost,
stolen or destroyed, upon the making of an
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affidavit of that fact by the person claiming the certificate to be lost, stolen
or destroyed. When authorizing such issue of a new certificate, the Board of
Directors, in its discretion, may require as a condition precedent to issuance
that the owner of such lost, stolen or destroyed certificate, or his or her
legal representative, advertise the same in such manner as the Board shall
require and/or to give the Corporation a bond in such sum, or other security in
such form, as the Board may direct, as indemnity against any claim that may be
made against the Corporation with respect to the certificate claimed to have
been lost, stolen or destroyed.
ARTICLE IX
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. CONTRACTS. The Chairman of the Board, if any, or the President
or a Vice President, if any, may enter into any contract or execute and deliver
any instrument in the name of and on behalf of the Corporation, except as
otherwise provided by law, the Certificate of Incorporation, these By-laws or a
duly adopted resolution of the Board of Directors.
Section 2. LOANS. No loans shall be contracted on behalf of the
Corporation and no evidence of indebtedness shall be issued in its name without
the endorsement of the Chairman of the Board, if any, the President or a Vice
President, if any, unless expressly authorized by resolution of the Board of
Directors. The Corporation shall have the power to borrow funds on the
personal credit of its officers and directors if authorized by a resolution of
the directors and shall be empowered to lend funds to its officers and
directors upon an appropriate resolution.
Section 3. CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by the Chairman of the Board, if any,
the President or a Vice President, if any, unless and until specifically
changed by a resolution of the Board of Directors.
Section 4. DEPOSITS. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Chairman of the Board, if
any, the President or a Vice President, if any, may select except as otherwise
specified by resolution of the Board of Directors.
ARTICLE X
GENERAL PROVISIONS
Section 1. DIVIDENDS. Subject to the General Corporation Law of the State
of Delaware and to any provisions of the Certificate of Incorporation relating
to dividends, dividends upon the outstanding capital stock of the Corporation
may be declared by the Board of Directors at any annual, regular or special
meeting and may be paid in cash, in property or in shares of the Corporation's
capital stock.
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Section 2. RESERVES. The Board of Directors, in its sole discretion, may
fix a sum which may be set aside or reserved over and above the paid-in capital
of the Corporation for working capital or as a reserve for any proper purpose,
and from time to time may increase, diminish or vary such fund or funds.
Section 3. FISCAL YEAR. The fiscal year of the Corporation shall be the
calendar year.
Section 4. SEAL. The corporate seal shall have inscribed thereon the name
of the Corporation, the year of its incorporation and the words "Corporate
Seal" and "Delaware" .
Section 5. AMENDMENT OF THE BYLAWS. To the extent not prohibited by law,
the Board of Directors shall have the power to make, alter and repeal these
Bylaws, and to adopt new bylaws, in all cases by an affirmative vote of a
majority of the whole Board, provided that notice of the proposal to make,
alter or repeal these Bylaws, or to adopt new bylaws, is included in the notice
of the meeting of the Board of Directors at which such action takes place.
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SECRETARY'S CERTIFICATION
I hereby certify that these Bylaws were adopted by this Corporation by
unanimous written consent of the Board of Directors effective as of the _______
day of _______________________, 199__.
________________________________________
Name:
Title: Secretary
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