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Exhibit 3.4
BY-LAWS OF
GPPC, INC.
ARTICLE I
STOCKHOLDERS
SECTION 1. ANNUAL MEETINGS. The annual meeting of the stockholders for
the election of directors and for the transaction of such other business as may
properly come before the meeting, shall be held at such place, either within or
without the State of Delaware, on such date and at such time as the Board of
Directors may by resolution provide, or, if the Board of Directors fails to
provide, then such meeting shall be held at the principal office of the
Corporation at 10:00 a.m. on the second Tuesday in April of each year or, if
such date is a legal holiday, on the next succeeding business day. The Board of
Directors may specify by resolution prior to any special meeting of stockholders
held within the year that such meeting shall be in lieu of the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the stockholders may
be called at any time by any member of the Board of Directors, the President or
upon written request of the holders of at least twenty-five percent (25%) of the
outstanding shares of stockholders then entitled to vote. Such written request
shall specify the time and purpose of the proposed meeting. Such meeting shall
be held at such place, either within or without the State of Delaware, as is
stated in the call and notice thereof.
SECTION 3. NOTICE OF MEETINGS. Written notice of each meeting of
stockholders, stating the time and place of the meeting, and the purpose of any
special meeting, shall be mailed to each stockholder entitled to vote at or to
notice of, such meeting at the address shown on the books of the Corporation not
less than ten (10) nor more than sixty (60) days prior to such meeting unless
such stockholder waives notice of the meeting. If an agreement of merger or
consolidation or a sale, lease, exchange, or other disposition of all or
substantially all of the property and assets of the Corporation is to be
considered at any annual or special meeting, the written notice shall state the
purpose of such meeting and shall be given to each stockholder, whether or not
entitled to vote thereon, not less than twenty (20) days before such meeting.
Any stockholder may execute a waiver of notice, in person or by proxy, either
before or after any meeting, and shall be deemed to have waived notice if such
stockholder is present at such meeting in person or by proxy. Neither the
business transacted at, nor the purpose of, any meeting need be stated in the
waiver of notice of such meeting.
Notice of any meeting may be given by the President, the Secretary or
the person or persons calling such meeting. No notice need be given of the time
and place of reconvening of any adjourned meeting, if the time and place to
which the meeting is adjourned are announced at the adjourned meeting, unless
the adjournment is for more than thirty days.
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SECTION 4. LIST OF STOCKHOLDERS. The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten (10) days
before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, showing the
address of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten (10) days prior to the meeting, either at a place within
the city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place of
the meeting during the whole time thereof, and may be inspected by any
stockholder who is present. The stock ledger shall be the only evidence as to
who are (i) the stockholders entitled to examine the stock ledger, (ii) the
stockholders listed on the books of the Corporation or (iii) entitled to vote in
person or by proxy at any meeting of the stockholders.
SECTION 5. QUORUM; REQUIRED STOCKHOLDER VOTE. A quorum for the
transaction of business at any annual or special meeting of stockholders shall
exist when the holders of a majority of the outstanding shares entitled to vote
are represented either in person or by proxy at such meeting. If a quorum is
present, corporate action to be taken by stockholder vote, including the
election of directors, shall be authorized in the manner specified in the
Certificate of Incorporation of the Corporation, except as otherwise provided by
law. When a quorum is once present to organize a meeting, the stockholders
present may continue to do business at the meeting or at any adjournment thereof
notwithstanding withdrawal of enough stockholders to leave less than a quorum.
The holders of a majority of the voting shares represented at a meeting, whether
or not a quorum is present, may adjourn such meeting from time to time.
SECTION 6. PROXIES. A stockholder may vote either in person or by a
proxy which such stockholder has duly executed in writing. No proxy shall be
valid after three years from the date of its execution unless a longer period is
expressly provided in the proxy.
SECTION 7. ORGANIZATION. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in his absence by the President,
or in the absence of the foregoing persons by a chairman designated by the Board
of Directors, or in the absence of such designation by a chairman chosen at the
meeting. The Secretary shall act as secretary of the meeting, but in his absence
the chairman of the meeting may appoint any person to act as secretary of the
meeting.
SECTION 8. RECORD DATE. 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
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of any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for any other lawful purpose, the Board of Directors of the Corporation 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 record date (i) in the case of the determination of stockholders entitled
to vote at any meeting of stockholders or adjournment thereof, shall not be more
than sixty (60) nor less than ten (10) days before the date of such meeting,
(ii) in the case of the determination of stockholders entitled to express
consent to corporate action in writing without a meeting, shall not be more than
ten (10) days after the date upon which the resolution fixing the record date is
adopted by the Board of Directors and (iii) in the case of any other action,
shall not be more than sixty (60) days prior to such other action. If no record
date is fixed: (x) the record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held, (y) the record date for determining stockholders
entitled to express consent to corporate action in writing without a meeting
when no prior action of the Board of Directors is required by law, 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 in accordance with
applicable law, or, if prior action by the Board of Directors is required by
law, shall be at the close of business on the day on which the Board of
Directors adopts the resolution taking such prior action and (z) the record date
for determining stockholders for any other purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating thereto. A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.
SECTION 9. NOTICE OF STOCKHOLDER BUSINESS. At any meeting of the
stockholders, only such business shall be conducted as shall have been properly
brought before the meeting. To be properly brought before a meeting, business
must be (i) specified in the notice of meeting (or any supplement thereto) given
by or at the direction of the Board of Directors, (ii) otherwise properly
brought before the meeting by or at the direction of the Board of Directors or
(iii) otherwise properly brought before the meeting by a stockholder. For
business to be properly brought before a meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the Secretary of
the Corporation. To be timely, a stockholder's notice must be delivered to or
mailed and received at the principal executive offices of the Corporation, not
less than sixty (60) days nor more than ninety (90) days prior to the meeting;
provided, however, that in the event that less than sixty (60) days' notice or
prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be so received not
later than the close of business on the 10th day following the day on which such
notice of the date of the
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meeting was mailed or such public disclosure was made. A stockholder's notice to
the Secretary shall set forth as to each matter the stockholder proposes to
bring before the meeting (i) a brief description of the business desired to be
brought before the meeting and the reasons for conducting such business at the
meeting, (ii) the name and address, as they appear on the Corporation's books,
of the stockholder proposing such business, (iii) the class and number of shares
of the Corporation which are beneficially owned by the stockholder and (iv) any
material interest of the stockholder in such business. Notwithstanding anything
in these By-Laws to the contrary, no business shall be conducted at any meeting
except in accordance with the procedures set forth in this Section 9. The
Chairman of the meeting shall, if the facts warrant, determine that business was
not properly brought before the meeting in accordance with the provisions of
this Section 9, and if he should so determine, he shall so declare to the
meeting and any such business not properly brought before the meeting shall not
be transacted.
SECTION 10. NOTICE OF STOCKHOLDER NOMINEES. Only persons who are
nominated in accordance with the procedures set forth in this Section 10 shall
be eligible for election as directors. Nominations of persons for election to
the Board of Directors of the Corporation may be made at a meeting of
stockholders by or at the direction of the Board of Directors or by any
stockholder of the Corporation then entitled to vote for the election of
directors who complies with the notice procedures set forth in this Section 10.
Such nominations, other than those made by or at the direction of the Board of
Directors, shall be made pursuant to timely notice in writing to the Secretary
of the Corporation. To be timely, a stockholder's notice shall be delivered to
or mailed and received at the principal executive offices of the Corporation not
less than sixty (60) days nor more than ninety (90) days prior to the meeting;
provided, however, that in the event that less than sixty (60) days' notice or
prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder must be so received no later than the
close of business on the 10th day following the day on which such notice of the
date of the meeting was mailed or such public disclosure was made. Such
stockholder's notice shall set forth (A) as to each person whom the stockholder
proposes to nominate for election or re-election as a director, (i) the name,
age, business address and residence address of such person, (ii) the principal
occupation or employment of such person, (iii) the class and number of shares of
the Corporation which are beneficially owned by such person and (iv) any other
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended (the "SECURITIES EXCHANGE ACT") (including, without limitation, a
copy of such person's written consent to being named as a nominee and to serving
as a director if elected) and (B) as to the stockholder giving the notice, (i)
the name and address, as they appear on the Corporation's books, of such
stockholder and (ii) the series, class and number of shares of the Corporation
which are beneficially owned by such stockholder. At the request of the Board of
Directors, any person nominated by the Board of Directors for election as a
director shall furnish
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to the Secretary of the Corporation that information required to be set forth in
a stockholder's notice of nomination which pertains to the nominee. No person
shall be eligible for election as a director of the Corporation unless nominated
in accordance with the procedures set forth in this Section 10. The Chairman of
the meeting shall, if the facts warrant, determine that a nomination was not
made in accordance with the procedure prescribed by this Section 10, and if he
should so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded. Nothing in this Section 10 shall be construed
to affect the requirements for proxy statements of the Corporation under
Regulation 14A of the Securities Exchange Act.
SECTION 11. BUSINESS COMBINATIONS WITH INTERESTED STOCKHOLDERS The
Corporation shall not be governed by Section 203 of the Delaware General
Corporation Law.
ARTICLE II
DIRECTORS
SECTION 1. DIRECTORS. The number of directors which shall constitute
the whole Board shall be not less than one (1) nor more than seven (7). The
first Board shall consist of six (6) directors. The directors need not be
stockholders. The directors shall be elected at the annual meeting of the
stockholders by a majority of the stockholders then entitled to vote, except as
provided in Section 2 of this Article, and each director elected shall hold
office until his or her successor is elected and qualified; provided, however,
that unless otherwise restricted by the Certificate of Incorporation or by-law,
any director or the entire Board of Directors may be removed, either with or
without cause, from the Board of Directors at any meeting of stockholders by a
majority of the stock represented and entitled to vote thereat.
SECTION 2. VACANCIES. Vacancies on the Board of Directors by reason of
death, resignation, retirement, disqualification, removal from office, or
otherwise, and newly created directorships resulting from any increase in the
authorized number of directors may be filled by a majority of the directors then
in office, although less than a quorum, or by a sole remaining director. The
directors so chosen shall hold office until the next annual election of
directors and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner provided by the Delaware General Corporation
Law or any successor statute. If, at the time of filling any vacancy or any
newly created directorship, the directors then in office shall constitute less
than a majority of the whole Board (as constituted immediately prior to any such
increase), the Court of Chancery may, upon application of any stockholder or
stockholders holding at least ten percent of the total number of the shares at
the time outstanding then having the right to vote for such directors, summarily
order an election to be held to fill any such vacancies or newly created
directorships, or to replace the directors chosen by the directors then in
office.
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SECTION 3. MANAGEMENT. The property and business of the Corporation
shall be managed by or under the direction of its Board of Directors. In
addition to the powers and authorities by these By-Laws expressly conferred upon
them, the Board may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these By-Laws directed or required to be exercised or done
by the stockholders.
SECTION 4. MEETINGS OF THE BOARD; NOTICE OF MEETINGS; WAIVER OF NOTICE.
The annual meeting of the Board of Directors for the purpose of electing
officers and transacting such other business as may be brought before the
meeting shall be held each year immediately following the annual meeting of
stockholders. The Board of Directors may by resolution provide for the time and
place of other regular meetings and no notice of such regular meetings need be
given. Special meetings of the Board of Directors may be called by the President
or by any two directors, unless the Board consists of one director, in which
case special meetings may be called by the sole director. Written notice of the
time and place of such meetings shall be given to each director by first class
mail or facsimile at least four (4) days before the meeting or by telephone,
telegraph, cablegram or in person at least two (2) days before the meeting. Any
director may execute a waiver of notice, either before or after any meeting, and
shall be deemed to have waived notice if he is present at such meeting. Neither
the business to be transacted at, nor the purpose of, any meeting of the Board
of Directors need be stated in the notice or waiver of notice of such meeting.
Any meeting may be held at any place within or without the State of Delaware.
SECTION 5. QUORUM; VOTE REQUIREMENT. A majority of the authorized
number of directors shall constitute a quorum for the transaction of business at
any meeting. When a quorum is present, the vote of a majority of the votes
represented by directors present shall be the act of the Board of Directors,
unless a greater vote is required by law, by the Certificate of Incorporation or
by these By-Laws. In the absence of a quorum, a majority of the directors
present may adjourn any meeting from time to time until a quorum is present.
SECTION 6. ACTION OF BOARD WITHOUT MEETING. Any action required or
permitted to be taken at a meeting of the Board of Directors or any committee
thereof may be taken without a meeting if written consent, setting forth the
action so taken, is signed by all the directors or committee members and filed
with the minutes of proceedings of the Board of Directors or committee, as the
case may be. Such consent shall have the same force and effect as a unanimous
affirmative vote of the Board of Directors or committee, as the case may be.
SECTION 7. TELEPHONE CONFERENCE MEETINGS. Unless the Certificate of
Incorporation otherwise provides, members of the Board of Directors, or any
committee designated by the Board of Directors, may participate in a meeting of
the Board or any committee by means of telephone
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conference or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
pursuant to this Section 7 shall constitute presence in person at such meeting.
SECTION 8. COMMITTEES. The Board of Directors, by resolution adopted by
a majority of all of the directors, may designate such committees as it deems
necessary or desirable, each such committee to consist of one or more of the
directors of the Corporation. Vacancies in the membership of such committees
shall be filled by the Board of Directors at a regular or special meeting of the
Board of Directors. Any such committee may authorize the seal of the Corporation
to be affixed to all papers which may require it and, to the extent provided in
the resolution of the Board of Directors, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation; provided that no committee shall have the
authority of the Board of Directors in reference to (i) an amendment to the
Certificate of Incorporation (except that a committee may, to the extent
authorized in the resolution or resolutions providing for the issuance of shares
of stock adopted by the Board of Directors as provided in Section 151(a) of the
Delaware General Corporation Law fix any of the preferences or rights of such
shares relating to dividends, redemption, dissolution, any distribution of
assets of the Corporation or the conversion into, or the exchange of such shares
for, shares of any other class or classes or any other series of the same or any
other class or classes of stock of the Corporation), (ii) the adoption of an
agreement of merger or consolidation, (iii) the sale, lease or exchange or other
disposition of all or substantially all of the property and assets of the
Corporation, (iv) a voluntary dissolution of the Corporation or a revocation
thereof or (v) an amendment to the By-Laws of the Corporation; and, unless the
resolution or the Certificate of Incorporation expressly so provides, no such
committee shall have the power or authority to declare a dividend, to authorize
the issuance of stock, or to adopt a certificate of ownership and merger. Each
committee shall keep minutes of its proceedings and actions and shall report
regularly to the Board of Directors.
SECTION 9. COMPENSATION. Compensation for the directors shall be
determined by the Board of Directors; provided, that no officer of the
Corporation who is also a director shall receive any compensation which would
otherwise be payable to such person as a director. All directors, including a
director who is also an officer, shall be entitled to recover reasonable
out-of-pocket expenses relating to such person's serving as a director. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attending committee meetings.
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ARTICLE III
OFFICERS
SECTION 1. OFFICERS.
(a) The officers of the Corporation shall be chosen by the Board of
Directors and shall include a President and a Secretary. The Corporation may
also have at the discretion of the Board of Directors such other officers as are
desired, including a Chairman of the Board, one or more Vice Presidents, a
Treasurer, one or more Assistant Secretaries and Assistant Treasurers, and such
other officers as may be appointed in accordance with the provisions of
paragraph (c) of this Section 1. In the event there are two or more Vice
Presidents, then one or more may be designated as Executive Vice President,
Senior Vice President, or other similar or dissimilar title. At the time of the
election of officers, the directors may by resolution determine the order of
their rank. Any number of offices may be held by the same person, unless the
Certificate of Incorporation or these By-Laws otherwise provide. The office of
Secretary and Treasurer may be occupied by the same person.
(b) The Board of Directors, at its first meeting after each annual
meeting of stockholders, shall choose the officers of the Corporation.
(c) The Board of Directors may appoint such other officers and agents
as it shall deem necessary who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board.
(d) The salaries of all officers and agents of the Corporation shall be
fixed by the Board of Directors.
(e) The officers of the Corporation shall hold office until their
successors are chosen and qualify in their stead. Any officer elected or
appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the Board of Directors. If the office of any
officer or officers becomes vacant for any reason, the vacancy shall be filled
by the Board of Directors.
SECTION 2. CHAIRMAN OF THE BOARD. The Chairman of the Board, if such an
officer be elected, shall, if present, preside at all meetings of the Board of
Directors and exercise and perform such other powers and duties as may be from
time to time assigned to him by the Board of Directors or prescribed by these
By-Laws.
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SECTION 3. PRESIDENT. Subject to such supervisory powers, if any, as
may be given by the Board of Directors to the Chairman of the Board, if there be
such an officer, the President of the Corporation shall, subject to the control
of the Board of Directors, oversee the development of the Corporation's
business, including, without limitation, strategic planning, technological
application and product enhancements, and have control of the Corporation's
business and manage the officers of the Corporation. The President shall preside
at all meetings of the stockholders and, in the absence of the Chairman of the
Board, or if there be none, at all meetings of the Board of Directors. The
President shall be an ex-officio member of all committees and shall have the
general powers and duties of management usually vested in the office of
President of corporations, and shall have such other powers and duties as may be
prescribed by the Board of Directors or these By-Laws.
SECTION 4. VICE PRESIDENTS. In the absence or disability of the
President, the Vice Presidents in order of their rank as fixed by the Board of
Directors, or if not ranked, the Vice President designated by the Board of
Directors, shall perform all the duties of the President, and when so acting
shall have all the powers of, and be subject to all the restrictions upon, the
President. The Vice Presidents shall have such other duties as from time to time
may be prescribed for them, respectively, by the Board of Directors.
SECTION 5. SECRETARY AND ASSISTANT SECRETARY.
(a) The Secretary shall attend all sessions of the Board of Directors
and all meetings of the stockholders and record all votes and the minutes of all
proceedings in a book to be kept for that purpose; and shall perform like duties
for the standing committees when required by the Board of Directors. The
Secretary shall give, or cause to be given, notice of all meetings of the
stockholders and of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or these By-Laws. The Secretary
shall keep in safe custody the seal of the Corporation, and when authorized by
the Board, affix the same to any instrument requiring it, and when so affixed it
shall be attested by his signature or by the signature of an Assistant
Secretary. The Board of Directors may give general authority to any other
officer to affix the seal of the Corporation and to attest the affixing by such
officer's signature.
(b) The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors, or if
there be no such determination, the Assistant Secretary designated by the Board
of Directors, shall, in the absence or disability of the Secretary, perform the
duties and exercise the powers of the Secretary and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.
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SECTION 6. TREASURER AND ASSISTANT TREASURER.
(a) The Treasurer shall have the custody of the corporate funds and
securities and 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
Corporation, in such depositories as may be designated by the Board of
Directors. The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the Board of Directors, at its regular
meetings, or when the Board of Directors so requires, an account of all of the
Treasurer's transactions undertaken as Treasurer and of the financial condition
of the Corporation. If required by the Board of Directors, the Treasurer shall
give the Corporation a bond, in such sum and with such surety or sureties as
shall be satisfactory to the Board of Directors, for the faithful performance of
the duties of such office and for the restoration to the Corporation, in case of
the Treasurer's death, resignation, retirement or removal from office, of all
books, papers, vouchers, money and other property of whatever kind in the
possession or under the Treasurer's control belonging to the Corporation.
(b) The Assistant Treasurer, or if there shall be more than one, the
Assistant Treasurers in the order determined by the Board of Directors, or if
there be no such determination, the Assistant Treasurer designated by the Board
of Directors, shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.
ARTICLE IV
STOCK
SECTION 1. STOCK CERTIFICATES. The shares of stock of the Corporation
shall be represented by certificates or shall be uncertificated. Certificates
shall be in such form as may be approved by the Board of Directors, which
certificates shall be issued to stockholders of the Corporation in numerical
order from the stock book of the Corporation, and each of which shall bear the
name of the stockholder, the number of shares represented, and the date of
issue; and which shall be signed by the President or a Vice President and the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary
of the Corporation; and which shall be sealed with the seal of the Corporation.
Within a reasonable time after the issuance or transfer of
uncertificated stock, the Corporation shall send to the registered owner thereof
a written notice containing the information required to be set forth or stated
on certificates pursuant to Section 151, 156, 202(a) or 218(a) of
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the Delaware General Corporation Law or a statement that the Corporation will
furnish without charge to each stockholder who so requests the powers,
designations, preferences and relative participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.
SECTION 2. TRANSFER OF STOCK. Shares of stock of the Corporation shall
be transferred only on the books of the Corporation upon surrender to the
Corporation of the certificate or certificates representing the shares to be
transferred accompanied by an assignment in writing of such shares properly
executed by the stockholder of record or such stockholder's duly authorized
attorney-in-fact and with all taxes on the transfer having been paid. The
Corporation may refuse any requested transfer until furnished evidence
satisfactory to it that such transfer is proper. Upon the surrender of a
certificate for transfer of stock, such certificate shall at once be
conspicuously marked on its face "CANCELED" and filed with the permanent stock
records of the Corporation. Upon receipt of proper transfer instructions from
the registered owner of uncertificated shares such uncertificated shares shall
be canceled and issuance of new equivalent uncertificated shares or certificated
shares shall be made to the person entitled thereto and the transaction shall be
recorded upon the books of the Corporation. The Board of Directors may make such
additional rules concerning the issuance, transfer and registration of stock and
requirements regarding the establishment of lost, destroyed or wrongfully taken
stock certificates (including any requirement of an indemnity bond prior to
issuance of any replacement certificate) as it deems appropriate.
SECTION 3. REGISTERED STOCKHOLDERS. The Corporation may deem and treat
the holder of record of any stock as the absolute owner for all purposes and
shall not be required to take any notice of any right or claim of right of any
other person.
ARTICLE V
DEPOSITORIES, SIGNATURES AND SEAL
SECTION 1. DEPOSITORIES. All funds of the Corporation shall be
deposited in the name of the Corporation in such bank, banks, or other financial
institutions as the Board of Directors may from time to time designate and shall
be drawn out on checks, drafts or other orders signed on behalf of the
Corporation by such person or persons as the Board of Directors may from time to
time designate.
SECTION 2. CONTRACTS AND DEEDS. All contracts, deeds and other
instruments shall be signed on behalf of the Corporation by the President or by
such other officer, officers, agent or agents as the Board of Directors may from
time to time by resolution provide.
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SECTION 3. SEAL. The seal of the Corporation shall be in such form as
the Board of Directors shall so prescribe:
If the seal is affixed to a document, the signature of the
Secretary or an Assistant Secretary shall attest the seal. The seal and
its attestation may be lithographed or otherwise printed on any
document and shall have, to the extent permitted by law, the same force
and effect as if it had been affixed and attested manually.
ARTICLE VI
INDEMNIFICATION
SECTION 1. POWER OF INDEMNIFICATION. The Corporation shall have the
power to indemnify and hold harmless, to the fullest extent permitted by
applicable law as it presently exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said law permitted
the Corporation to provide prior to such amendment), any person who was or is
made a party or is threatened to be made a party to or is otherwise involved in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "PROCEEDING"), by reason of the fact that he, or a
person for whom he is the legal representative, is or was an officer, employee
or agent of the Corporation or is or was serving at the request of the
Corporation as an officer, employee or agent of another corporation or of a
partnership, joint venture, trust, enterprise or non-profit entity, including
service with respect to employee benefit plans, against all expense, liability
and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts to be paid in settlement) reasonably incurred by such
person in connection therewith and such indemnification may be continued as to a
person who has ceased to be an officer, employee or agent of the Corporation (or
other entity) and shall inure to the benefit of his heirs, executors and
administrators.
SECTION 2. PREPAYMENT OF EXPENSES. The Corporation shall pay the
expenses incurred in defending any Proceeding in advance of its final
disposition; provided, however, that, if the Delaware General Corporation Law
requires, the payment of such expenses incurred by a director or officer in his
or her capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of the Proceeding shall be made only upon delivery to
the Corporation of an undertaking, by or on behalf of such director or officer,
to repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this Article VI or
otherwise.
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SECTION 3. PAYMENT OF INDEMNIFICATION. If a claim for indemnification
or payment of expenses under this Article VI is not paid in full by the
Corporation within ninety (90) days after a written claim therefor has been
received by the Corporation, the claimant may at any time thereafter file suit
against the Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, shall be entitled to be paid also the expense of
prosecuting such claim. In any such action the Corporation shall have the burden
of proving that the claimant was not entitled to the requested indemnification
or payment of expenses under applicable law.
SECTION 4. INDEMNIFICATION NOT EXCLUSIVE. The right to indemnification
and the payment of expenses incurred in defending a Proceeding in advance of its
final disposition conferred in this Article VI shall not be exclusive of any
other right which any person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, these By-laws, agreement, vote of
stockholders or disinterested directors or otherwise.
SECTION 5. INSURANCE. The Corporation may maintain insurance, at its
expense, to protect itself and any director or officer of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or loss
under the Delaware General Corporation Law.
SECTION 6. OTHER INDEMNIFICATION. The Corporation's obligation, if any,
to indemnify any person who was or is serving at its request as a director of
another corporation, partnership, joint venture, trust, enterprise or non-profit
entity shall be reduced by any amount such person may collect as indemnification
from such other corporation, partnership, joint venture, trust, enterprise or
non-profit enterprise.
SECTION 7. AMENDMENT OR REPEAL. Any repeal or modification of the
foregoing provisions of this Article VI shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.
ARTICLE VII
DIVIDENDS
SECTION 1. PAYMENT OF DIVIDENDS. Subject to the provisions of the
Certificate of Incorporation relating thereto, if any, dividends may be declared
by the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in shares of the capital stock or in the
Corporation's bonds or its property, including the shares or bonds of other
corporations subject to any provisions of law and of the certificate of
incorporation.
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SECTION 2. RESERVE FUND. Before payment of any dividend, there may be
set aside out of any funds of the corporation available for dividends such sum
or sums as the directors from time to time, in their absolute discretion, think
proper as a reserve fund to meet contingencies, or for equalizing dividends, or
for repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
ARTICLE VIII
AMENDMENT OF BY-LAWS
The Board of Directors shall have the power to alter, amend or repeal
the By-laws or adopt new by-laws, but any by-laws adopted by the Board of
Directors may be altered, amended, or repealed and new by-laws adopted by the
stockholders. The stockholders may prescribe that any bylaw or by-laws adopted
by them shall not be altered, amended or repealed by the Board of Directors.