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EXHBIT 3.5
AMENDED AND RESTATED
BYLAWS
OF
NEURAL APPLICATIONS CORPORATION
ARTICLE I.
OFFICES, CORPORATE SEAL
SECTION 1.01. OFFICES. The Corporation shall have a registered office,
a principal office and such other offices as the Board of Directors may
determine.
SECTION 1.02. CORPORATE SEAL. The Corporation shall have no corporate
seal.
ARTICLE II.
MEETINGS OF STOCKHOLDERS
SECTION 2.01. PLACE AND TIME OF MEETINGS. Meetings of the stockholders
may be held at such place and at such time as may be designated by the Board of
Directors. In the absence of a designation of place, this meeting shall be held
at the principal office. In the absence of a designation of time, the meeting
shall be held at nine o'clock a.m. Central Standard Time or ten o'clock Central
Daylight Savings Time, regardless of whether or not such meeting is held in the
United States.
SECTION 2.02. ANNUAL MEETINGS. The annual meeting of the stockholders
of the Corporation for the election of directors and for the transaction of any
other proper business, notice of which was given in the notice of the meeting,
shall be held in April of each year on such business day as the Secretary of the
Corporation shall determine from time to time. However, the necessity of such
annual meeting of stockholders may be dispensed with if it is determined by the
President to seek the written consent of the stockholders. If a sufficient
number of written consents are not obtained prior to the time hereinabove
provided, the Board of Directors shall cause an annual meeting to be held as
soon thereafter as possible.
SECTION 2.03. SPECIAL MEETINGS. Special meetings of the stockholders
for any purpose or purposes shall be called by the Secretary at the written
request of a majority of the total number of directors, by Chairman of the
Board, by the President or by the stockholders owning a majority of the shares
outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting. Business transacted at any special meeting
shall be limited to the purposes stated in the notice.
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SECTION 2.04. QUORUM, ADJOURNED MEETINGS. The holders of a majority of
the shares outstanding and entitled to vote shall constitute a quorum for the
transaction of business at any annual or special meeting. If a quorum is not
present at the meeting, those present shall adjourn to such day as they shall
agree upon by majority vote. Notice of any adjourned meeting need not be given
if the time and place thereof are announced at the meeting at which the
adjournment is taken. At adjourned meetings at which a quorum is present, any
business may be transacted which might have been transacted at the meeting as
originally noticed. If a quorum is present, the stockholders may continue to
transact business until adjournment notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
SECTION 2.05. ORGANIZATION. At each meeting of the stockholders, the
Chairman of the Board or in his absence the President or in his absence the
chairman chosen by a majority in voting interest of the stockholders present in
person or by proxy and entitled to vote shall act as chairman; and the Secretary
of the Corporation or in his absence an Assistant Secretary or in his absence
any person whom the chairman of the meeting shall appoint shall act as Secretary
of the meeting.
SECTION 2.06. ORDER OF BUSINESS. The order of business at all meetings
of the stockholders shall be determined by the Chairman of the meeting, but such
order of business may be changed by the vote of a majority in voting interest of
those present or represented at such meeting and entitled to vote thereat.
SECTION 2.07. VOTING. Each stockholder of the Corporation entitled to
vote at a meeting of stockholders or entitled to express consent in writing the
corporate action without a meeting shall have one vote in person or by proxy for
each share of stock having voting rights held by him and registered in his name
on the books of the Corporation. Upon the request of any stockholder, the vote
upon any question before a meeting shall be written by written ballot, and all
elections of directors shall be by written ballot. All questions at a meting
shall be decided by a majority vote of the number of shares entitled to vote
except where otherwise required bay statute, the Certificate of Incorporation or
these Bylaws. Any action to be taken by written consent without a meeting may be
taken by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting in which all shares entitled to vote thereon were present and voted. For
the election of directors, the persons receiving the largest number of votes (up
to and including the number of directors to be elected) shall be directors. If
directors are to be elected by consent in writing of the largest number of
shares in the aggregate and constituting not less than a majority of the total
outstanding shares entitled to consent in writing thereon (up to and including
the number of directors to be elected) shall be directors. Persons holding stock
in a fiduciary capacity shall be entitled to vote the shares so held. If shares
stand of record in the names of two or more persons, whether fiduciaries,
members of a partnership, joint tenants, tenants in common, tenants by the
entirety or otherwise, or if two or more persons shall have the same fiduciary
relationship respecting the same shares, unless the Secretary of the Corporation
shall have been
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furnished with a copy of the instrument or order appointing them or creating a
relationship wherein it is so provided, their acts with respect to voting shall
have the following effect:
(i) if only one shall vote, his act shall bind all.
(ii) if more than one shall vote, the act of the majority voting
shall bind all.
(iii) If more than one shall vote, but the votes shall be evenly
split on any particular matter, then, except as otherwise
required by statute, each fraction may vote the shares in
question proportionately.
SECTION 2.08. INSPECTORS OF ELECTION. At each meeting of the
Stockholders, the chairman of such meeting may appoint two inspectors of
election to act. Each inspector of election so appointed shall first subscribe
an oath or affirmation briefly to execute the duties of an inspector of election
at such meeting with strict impartiality and according to the best of his
ability such inspectors of election, if any, shall take charge of the ballots at
such meeting and after the balloting thereat on any question shall count the
ballots thereon and shall make a report in writing to the Secretary of such
meeting of the results thereof. An inspector of election need not be a
stockholder of the Corporation, and any officer or employee of the Corporation
may be an inspector of election on any question other than a vote for or against
his election to any position with the Corporation or on any other question in
which he may be directly interested.
SECTION 2.09. NOTICES OF MEETINGS AND CONSENTS. Every stockholder
shall furnish the Secretary of the Corporation with an address at which notices
of meetings and notices and consent material with respect to proposed corporate
action without a meeting and all other corporate communications may be served on
or mailed to him. Except as otherwise provided by the Certificate of
Incorporation or by statute, a written notice of each annual and special meeting
of stockholders shall be given not less than 10 nor more than 60 days before the
date of such meeting or the date on which the corporate action without a meeting
is proposed to be taken to each stockholder of record of the Corporation
entitled to vote at such meeting by delivering such notice of meeting to him
personally or depositing the same in the United States mail, postage prepaid,
directed to him at the post office address shown upon the records of the
Corporation. Service of notice is complete upon mailing. Personal delivery to
any officer of a corporation or association or to any member of a partnership is
delivery to such corporation, association or partnership. Every notice of a
meeting of stockholders shall state the place, date and hour of the meeting and
the purpose or purposes for which the meeting is called.
SECTION 2.10. PROXIES. Each stockholder entitled to vote at a meeting
of stockholders or consent to corporate action without a meeting may authorize
another person or persons to act for him by proxy by an instrument executed in
writing. If any such instrument designates two or more persons to act as
proxies, a majority of such
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persons present at the meeting, or, if only one shall be present, then that one,
shall have and may exercise all of the powers conferred by such written
instrument upon all of the persons so designated unless the instrument shall
otherwise provide. No such proxy shall be valid after three years from the date
of its execution unless the proxy provides for a longer period. A proxy may be
irrevocable if it states that it is irrevocable and, if, and only as long as, it
is coupled with an interest sufficient to support an irrevocable power. Subject
to the above, any proxy may be revoked if an instrument revoking it or proxy
bearing a later date is filed with the Secretary.
SECTION 2.11 WAIVER OF NOTICE. Notice of any annual or special meeting
may be waived either before, at or after such meeting in writing signed by the
person or persons entitled to the notice. Attendance of a person at a meeting
shall constitute a waiver of notice of such meeting, except when the person
attends a meeting for the express purpose of objecting at the beginning of the
meeting to the transacting of any business because the meeting is not lawfully
called or convened.
SECTION 2.12. WRITTEN ACTION. Any action that may be taken at a
meeting of the stockholders may be taken without a meeting, without prior notice
and without a vote if a consent in writing, setting forth the actions so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be required to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted. Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not consented in writing.
SECTION 2.13. STOCKHOLDER LIST. The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten days before
each meeting of the stockholders, a complete list of the stockholders entitled
to vote at such meeting, arranged in alphabetical order and showing the address
of each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified in the notice of
the meeting, or, if not so specified, at the place where the meeting is to be
held. The list shall also be produced and kept at the time and place of the
meeting during the whole time thereof and may be inspected by any stockholder
who is present.
ARTICLE III.
BOARD OF DIRECTORS
SECTION 3.01. GENERAL POWERS. The business of the Corporation shall be
managed by the Board of Directors.
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SECTION 3.02. NUMBER, QUALIFICATION AND TERM OF OFFICE. The number of
directors shall be established by a resolution adopted by a majority of the
total number of directors. Directors need not be stockholders. Each director
shall hold office until the annual meeting of stockholders next held after his
election or until the stockholders have elected directors by consent in writing
without a meeting and until his successor is elected and qualified or until his
earlier death, resignation or removal.
SECTION 3.03. ANNUAL MEETING. As soon as practicable after each
election of directors, the Board of Directors shall meet at the registered
office of the Corporation, or at such other place previously designated by the
Board of Directors, for the purpose of electing the officers of the Corporation
and for the transaction of such other business as may come before the meeting.
SECTION 3.04. REGULAR MEETINGS. Regular meetings of the Board of
Directors shall be held from time to time at such time and place as may be fixed
by resolution adopted by a majority of the total number of directors.
SECTION 3.05. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by the Chairman of the Board, the President, or by any
two of the directors and shall be held from time to time at such time and place
as may be designated in the notice of such meeting.
SECTION 3.06. NOTICE OF MEETINGS. No notice need be given of any
annual or regular meeting of the Board of Directors. Notice of each special
meeting of the Board of Directors shall be given by the secretary who shall give
at least twenty-four hours' notice thereof to each directors by mail, telephone,
telegram, or in person. Notice shall be effective upon receipt.
SECTION 3.07. WAIVER OF NOTICE. Notice of any meeting of the Board of
Directors may be waived either before, at, or after such meeting in writing
signed by each director. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purposes of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.
SECTION 3.08. QUORUM. A majority of the total number of directors
shall constitute a quorum for the transaction of business. The vote of a
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors unless these Bylaws require a greater
number.
SECTION 3.09. VACANCIES. Any vacancy among the directors or increase
in the authorized number of directors shall be filled for the unexpired term by
a majority of the directors then in office though 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
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majority of the directors then in office may fill such vacancy or vacancies to
take effect when such resignation or resignations shall become effective.
SECTION 3.10. REMOVAL. Any director may be removed from office at any
special meeting of the stockholders either with or without cause. If the entire
Board of Directors or any one or more directors be so removed, new directors
shall be elected at the same meeting.
SECTION 3.11. COMMITTEES OF DIRECTORS. The Board of Directors may, by
resolution adopted by a majority of the total number of directors, designate one
or more committees, each to consist of two or more of the directors of the
Corporation, which, to the extent provided in the resolution, may exercise the
powers of the Board of Directors in the management of the business and affairs
of the Corporation. The Board of Directors may designate one or more directors
as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. Such committees shall have
such name or names as may be determined by the resolution adopted by the
directors. The committees shall keep regular minutes of their proceedings and
report the same to the Board of Directors when required.
SECTION 3.12. WRITTEN ACTION. 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 all directors or committee members consent thereto in
writing and the writing or writings are filed with the minutes of proceedings of
the Board of Directors or committee.
SECTION 3.13. COMPENSATION. Directors who are not salaried officers of
the Corporation may receive a fixed sum per meeting attended or a fixed annual
sum and such other forms of reasonable compensation as may be determined by
resolution of the Board of Directors. All directors shall receive their
expenses, if any, of attendance at meetings of the Board of Directors or any
committee thereof. Any director may serve the Corporation in any other capacity
and receive proper compensation therefor.
SECTION 3.14. CONFERENCE COMMUNICATIONS. Directors may participate in
an meeting of the Board of Directors, or of any duly constituted committee
thereof, by means of a conference telephone conversation or other comparable
communication technique whereby all persons participating in the meeting can
hear and communicate to each other. For the purposes of establishing a quorum
and taking any action at the meeting, such directors participating pursuant to
this Section 3.14 shall be deemed present in person at the meeting; and the
place of the meeting shall be the place of origination of the conference
telephone conversation or other comparable communication technique.
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ARTICLE IV.
OFFICERS
SECTION 4.01. NUMBER. The officers of the Corporation shall consist of
a President, at least one Vice President, a Secretary, a Treasurer, and any
officers and agents as the Board of Directors by a majority vote of the total
number of directors may designate. Any person may hold two or more offices.
SECTION 4.02. ELECTION, TERM OF OFFICE, AND QUALIFICATIONS. At each
annual meeting of the Board of Directors all officers, from within or without
their number, shall be elected. Such officers shall hold office until the next
annual meeting of the directors or until their successors are elected and
qualified, or until such office is eliminated by a vote of the majority of all
directors. Officers who may be directors shall hold office until the election
and qualification of their successors notwithstanding an earlier termination of
their directorship.
SECTION 4.03. REMOVAL AND VACANCIES. Any officer may be removed from
his office by a majority vote of the total number of directors with or without
cause. Such removal shall be without prejudice to the contract rights of the
person so removed. A vacancy among the officers by death, resignation, removal,
or otherwise shall be filled for the unexpired term by the Board of Directors.
SECTION 4.04. CHAIRMAN OF THE BOARD. The Chairman of the Board, if one
is elected, shall preside at all meetings of the stockholders and directors and
shall have such other duties as may be prescribed, from time to time, by the
Board of Directors.
SECTION 4.05. PRESIDENT. The President shall have general active
management of the business of the Corporation. He shall preside at all meetings
of the stockholders and directors. He shall be the chief executive officer of
the Corporation and shall see that all orders and resolutions of the directors
are carried into effect. He shall be ex officio a member of all standing
committees. He may execute and deliver in the name of the Corporation any deeds,
mortgages, bonds, contracts or other instruments pertaining to the business of
the Corporation and in general shall perform all duties usually incident to the
office of the president. He shall have such other duties as may, from time to
time, be prescribed by the Board of Directors.
SECTION 4.06. VICE PRESIDENT. Each Vice President shall have such
powers and shall perform such duties as may be prescribed by the Board of
Directors or by the President. In the event of absence or disability of the
President, Vice Presidents shall succeed to his power and duties in the order
designated by the Board of Directors.
SECTION 4.07. SECRETARY. The Secretary shall by secretary of and shall
attend all meetings of the stockholders and Board of Directors and shall record
all
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proceedings of such meetings in the minute book of the Corporation. He shall
give proper notice of meetings of stockholders and the Board of Directors. He
shall perform such other duties as may from time to time be prescribed by the
Board of Directors or by the President.
SECTION 4.08. TREASURER. The Treasurer shall keep accurate accounts of
all moneys of the Corporation received or disbursed. He shall deposit all
moneys, drafts and checks in the name of and to the credit of the Corporation in
such banks and depositaries as a majority of the whole Board of Directors shall
from time to time designate. He shall have the power to endorse for deposit all
notes, checks and drafts received by the Corporation. He shall disburse the
funds of the Corporation as ordered by the directors, making proper vouchers
therefor. He shall render to the President and the Board of Directors whenever
required an account of all his transactions as Treasurer and of the financial
condition of the Corporation and shall perform such other duties as may from
time to time be prescribed by the Board of Directors or by the President.
SECTION 4.09. DUTIES OF OTHER OFFICERS. The duties of such other
officers and agents as the Board of Directors may designate shall be set forth
in the resolution creating such office or by subsequent resolution.
SECTION 4.10. COMPENSATION. The officers of the Corporation shall
receive such compensation for their services as may be determined from time to
time by resolution of the Board of Directors or by one or more committees to the
extent so authorized from time to time by the Board of Directors.
ARTICLE V.
SHARES AND THEIR TRANSFER
SECTION 5.01. CERTIFICATES FOR STOCK. The shares of stock of the
Corporation shall be represented by certificates, provided that the Board of
Directors may provide by resolution or resolutions that some or all of any or
all classes or series of the Corporation's stock shall be uncertificated shares.
Any such resolution shall not apply to shares represented by a certificate until
such certificate is surrendered to the Corporation. Notwithstanding the adoption
of such a resolution by the Board of Directors, every holder of stock
represented by certificates, and upon request every holder of uncertificated
shares, shall be entitled to a certificate, to be in such form as shall be
prescribed by the Board of Directors, certifying the number of share in the
Corporation owned by such person. The certificates for such shares shall be
numbered in the order in which they shall be issued and shall be signed in the
name of the Corporation by the Chairman of the Board, the President or a vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary. Every certificate surrendered to the Corporation for
exchange or transfer shall be canceled, and no new certificate or certificates
shall be issued in exchange for any existing certificate until such certificate
shall have been so canceled, except in cases provided for in Section 5.05.
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SECTION 5.02. ISSUANCE OF STOCK. The Board of directors is authorized
to cause to be issued stock of the Corporation up to the bull amount authorized
by the Certificate of Incorporation in such amounts and for such consideration
as may be determined by the Board of Directors. No shares shall be allotted
except in consideration of cash, labor, personal property, or real property, or
leases thereof, or of an amount transferred from surplus to stated capital upon
a share dividend. At the time of such allotment of stock, the Board of Directors
shall state its determination of the fair value to the Corporation in monetary
terms of any consideration other than cash for which share are allotted. Stock
so issued shall be fully paid and non-assessable. The amount of consideration to
be received in cash or otherwise shall not be less than the par value of the
shares so allotted. Treasury shares may be disposed of by the Corporation for
such consideration, expressed in dollars, as may be fixed by the Board of
Directors.
SECTION 5.03. PARTLY PAID STOCK. The Corporation may issue the whole
or any part of its stock as partly paid and subject to call for the remainder of
the consideration to be paid therefor. Upon the face or back of each certificate
issued to represent any such partly paid stock, the total amount of the
consideration to be paid therefor and the amount paid thereon shall be stated.
Upon the declaration of any dividend on fully paid stock, the Corporation shall
declare a dividend upon partly paid stock of the same class, but only upon the
basis of the percentage of the consideration actually paid thereon. The Board of
Directors may, from time to time, demand payment, in respect of each share of
stock not fully paid, of such sum of money as the necessities of the business
may, in the judgment of the Board of Directors, require, not exceeding in the
whole the balance remaining unpaid on such stock, and such sum so demanded shall
be paid to the Corporation at such times and by such installments as the
directors shall direct. The directors shall give written notice of the time and
place of such payments, which notice shall be mailed at least 30 days before the
time for such payment, to each holder of or subscriber for stock which is not
fully paid at his last know post office address.
SECTION 5.04. TRANSFER OF STOCK. Transfer of stock on the books of the
Corporation may be authorized only by the stockholder, the stockholder's legal
representative or the stockholder's duly authorized attorney-in-fact and only
upon, for stock represented by certificates, the surrender of the certificate or
the certificates representing such stock or, for stock not represented by
certificates, the submission of a duly executed assignment covering such stock.
The Corporation may treat as the absolute owner of stock of the Corporation the
person or persons in whose name stock is registered on the books of the
Corporation.
SECTION 5.05. LOSS OF CERTIFICATES. Any stockholder claiming a
certificate for stock to be lost, stolen or destroyed shall make an affidavit of
that fact in such form as the Board of Directors may require and shall, if the
Board of Directors may require, give the Corporation a bond of indemnity in
form, in an amount, and with one or more sureties satisfactory to the Board of
Directors, to indemnify the Corporation against any claims which may then be
issued in the same tenor and for the same number of shares as the one claimed to
have been lost, stolen or destroyed.
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SECTION 5.06. FACSIMILE SIGNATURES. Whenever any certificate is
countersigned by a transfer agent or by a registrar other than the Corporation
or its employee, then the signatures of the officers or agents of the
Corporation may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed on any such
certificate shall cease to be such officer, transfer agent or registrar before
such certificate is issued, it may be issued by the Corporation as though the
person who signed such certificate or whose facsimile signature or signatures
had been placed thereon were such officer, transfer agent or registrar at the
date of issue.
ARTICLE VI.
DIVIDENDS, SURPLUS, ETC.
SECTION 6.01. DIVIDENDS. The Board of Directors may declare dividends
from the Corporation's surplus, or if there be none, out of its net profits for
the current fiscal year, and/or the preceding fiscal year in such amounts as in
their opinion the condition of the affairs of the Corporation shall render it
advisable unless otherwise restricted by law.
SECTION 6.02. USE OF SURPLUS, RESERVES. The Board of Directors may use
any of its property or funds, unless such would cause an impairment of capital,
in purchasing any of the stock, bonds, debentures, notes, scrip or other
securities or evidences of indebtedness of the Corporation. The Board of
Directors may from time to time set aside from its surplus or net profits such
sums as it deems proper as a reserve fund for any purpose.
ARTICLE VII.
BOOKS AND RECORDS, AUDIT, FISCAL YEAR
SECTION 7.01. BOOKS AND RECORDS. The Board of Directors of the
Corporation shall cause to be kept: (a) a share ledger which shall be a charge
of an officer designated by the Board of Directors; (b) records of all
proceedings of stockholders and directors; and (c) such other records and books
of account as shall be necessary and appropriate to the conduct of the corporate
business.
SECTION 7.02. AUDIT. The Board of Directors shall cause the records
and books of account of the Corporation to be audited at least once in each
fiscal year and at such other times as it may deem necessary or appropriate.
SECTION 7.03. ANNUAL REPORT. The Board of Directors shall cause to be
filed with the Delaware Secretary of State in each year the annual report
required by law.
SECTION 7.04. FISCAL YEAR. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.
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SECTION 7.05. EXAMINATION BY STOCKHOLDERS. Any stockholder of record
of the Corporation, upon written demand under oath stating the purpose thereof,
shall have the right to inspect in person or by agent or attorney, during usual
business hours, for any proper purpose, the Corporation's stock ledger, a list
of its stockholders and its other books and records, and to make copies or
extracts therefrom. A proper purpose shall mean a purpose reasonably related to
such person's interest as a stockholder. Holders of voting trust certificates
representing stock of the Corporation shall be regarded as stockholders for the
purpose of this subsection. In every instance where an attorney or other agent
shall be the person who seeks the right to inspection, the demand under oath
shall be accompanied by a power of attorney or such other writing which
authorizes the attorney or other agent to so act on behalf of the stockholder.
The demand under oath shall be directed to the Corporation at its registered
office in Delaware or at its principal office.
ARTICLE VIII.
INDEMNIFICATION
SECTION 8.01. INDEMNIFICATION. The Corporation shall indemnify such
persons for such liabilities in such manner under such circumstances and to such
extent as permitted by Section 245 of the Delaware General Corporation Law, as
now enacted or hereafter amended. The Board of Directors may authorize the
purchase and maintenance of insurance and/or the execution of individual
agreements for the purpose of such indemnification, and the Corporation shall
advance all reasonable costs and expenses (including attorney's fees) incurred
in defending any action, suit or proceeding to all persons entitled to
indemnification under this section 8.01, all in the manner, under the
circumstances and to the extent permitted by Section 145 of the Delaware General
Corporation Law, as now enacted or hereafter amended.
ARTICLE IX.
MISCELLANEOUS
SECTION 9.01. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD.
(a) In order that the Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof,
or to express consent to corporate action in writing without a meeting, or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful action,
The Board of Directors may fix, in advance, a record date, which shall not be
more than 60 nor less than 10 days before the date of such meeting, nor more
than 60 days prior to any other action.
(b) If no record date is fixed:
(1) The record date for determining stockholders entitled to notice
of or to vote at a meeting of stockholders shall be at the close
of business on the day next preceding the day on which notice is
given, or, if notice is
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waived, at the close of business on the day next preceding the
day on which the meeting is held.
(2) The record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting, when no
prior action by the Board of Directors is necessary, shall be the
day on which the first written consent is expressed.
(3) The record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.
(c) A determination of stockholders of record entitle to notice of or 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 9.02. PERIODS OF TIME. During any period of time prescribe by
these Bylaws, the date from which the designated period of time begins to run
shall not be included, and the last day of the period so computed shall be
included.
SECTION 9.03. VOTING SECURITIES HELD BY THE CORPORATION. Unless
otherwise ordered by the Board of Directors, the President shall have full power
and authority on behalf of the Corporation (a) to attend and to vote at any
meeting of security holders of other corporations in which the Corporation may
hold securities; (b) to execute any proxy for such meeting on behalf of the
Corporation; or (c) to execute a written action in lieu of a meeting of such
other corporation on behalf of the Corporation. At such meeting, by such proxy
or by such writing in lieu of meeting, the President shall possess and may
exercise any and all rights and powers incident to the ownership of such
securities that the Corporation might have possessed and exercised if it had
been present. The Board of Directors may, from time to time, confer like powers
upon any person or persons.
SECTION 9.04. PURCHASE AND SALE OF SECURITIES. Unless otherwise
ordered by the Board of Directors, the President shall have full power and
authority on behalf of the Corporation to purchase, sell, transfer or encumber
any and all securities of any other corporation owned by the Corporation and may
execute and deliver such documents as may be necessary to effectuate such
purchase, sale, transfer or encumbrance. The Board of Directors may, from time
to time, confer like powers upon any other person or persons.
13
ARTICLE X.
AMENDMENTS
SECTION 10.01. These Bylaws may be amended, altered or repealed by a
vote of the majority of the total number of directors or of the stockholders at
nay meeting upon proper notice.
EFFECTIVE DATE OF BYLAWS: DECEMBER 1, 1995