EXHIBIT 3.30
ARTICLE I
MEETINGS OF STOCKHOLDERS
Section 1. Time and Place of Meetings. All meetings of the stockholders
for the election of directors or for any other purpose shall be held at such
time and place, within or without the State of Delaware, as shall be stated in
the notice of the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual Meetings. Annual meetings of stockholders, commencing
with the year 1989, shall be held on the last Tuesday of April if not a legal
holiday, and if a legal holiday, then on the next day not a legal holiday, at
10:00 a.m., or at such other date and time as shall be designated from time to
time by the Board of Directors and stated in the notice of the meeting, at which
they shall elect by a plurality vote by written ballot a Board of Directors, and
transact such other business as may properly be brought before the meeting.
Section 3. Special Meetings. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of the Board or the
President and shall be called by the President or Secretary at the request in
writing of a majority of the Board of Directors. Such request shall state the
purpose or purposes of the proposed meeting.
Section 4. Notice of Meetings. Written notice of a meeting stating the
place, date and hour of the meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be given to each
stockholder entitled to vote at such meeting not less than ten nor more than
sixty days before the date of the meeting. If mailed, notice is given when
deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the Corporation.
Section 5. Quorum. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented.
Section 6. Voting. At each meeting of the stockholders, every
stockholder having the right to vote shall be entitled to vote in person or by
proxy appointed by a legally sufficient instrument. Except as otherwise provided
by statute or by the Certificate of Incorporation, each stockholder shall at
every meeting of the stockholders be entitled to one vote in person or by proxy
for each share of stock having voting power held by such stockholder on the
record date for the meeting. The vote upon any question brought before a meeting
of the stockholders, except as otherwise required by these By-Laws, may be by
voice vote. Every vote taken by written ballot shall be counted by one or more
inspectors of election appointed by the Board of Directors. When a quorum is
present at any meeting, the holders of a majority of the stock which has voting
power present in person or represented by proxy and which is actually voted
shall decide any question brought before such meeting, unless the question is
one upon which by express provision of the statutes, the Certificate of
Incorporation or these By-Laws, a different vote is required, in which case such
express provision shall govern and control the decision of such question.
Section 7. Definition. Every reference in these By-Laws to a majority
or other proportion of stock shall refer to such majority or other proportion of
the votes of such stock.
ARTICLE II
DIRECTORS
Section 1. Number and Term of Office. The Board of Directors shall
consist of one or more members. The first board shall consist of three
directors. Thereafter, the number of directors shall be fixed by resolution of
the Board of Directors or by the stockholders at the annual meeting or a special
meeting. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article, and each director
elected shall hold office until his successor is elected and qualified, except
as required by law. Directors need not be stockholders.
Section 2. Vacancies and New Directorships. Vacancies and newly created
directorships resulting from any increase in the authorized number of directors
which occur between annual meetings of stockholders may be filled by a majority
of the directors then in office, though less than a quorum, or by a sole
remaining director, and the directors so chosen shall hold office until the next
annual meeting of stockholders and until their successors are duly elected and
shall qualify, except as required by law.
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Section 3. Powers. The business and affairs of the Corporation shall be
managed by or under the direction of its Board of Directors which 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. Regular Meetings. Regular meetings of the Board of Directors
may be held without notice immediately after the annual meeting of stockholders
and at such other time and at such place as shall from time to time be
determined by the Board of Directors.
Section 5. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board or by the President on one day's
notice to each director by whom it is not waived, either personally or by mail
or by telegram; special meetings shall be called by the President or Secretary
in like manner and on like notice on the written request of two directors.
Section 6. Quorum. At all meetings of the Board a majority of the total
number of directors then in office, or if the total number of directors then in
office is an even number one-half thereof, shall constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors. If a quorum shall not be present at any meeting of the Board of
Directors the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.
Section 7. Written Action. Any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting, if all members of the Board of Directors or committee,
as the case may be, consent thereto in writing, and the writing or writings are
filed with the minutes or proceedings of the Board of Directors or committee.
Section 8. Participation in Meetings by Conference Telephone. Members
of the Board of Directors, or any committee designated by the Board of
Directors, may participate in a meeting of the Board of Directors, or any
committee, by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and such participation in a meeting shall constitute presence in person at the
meeting.
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Section 9. Committees. The Board of Directors may, by resolution passed
by a majority of the whole Board of Directors, designate one or more committees,
each committee to consist of one or more of the directors of the Corporation and
each to have such lawfully delegable powers and duties as the Board may confer.
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. Except as otherwise provided by statute, any such
committee, 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, and
may authorize the seal of the Corporation to be affixed to all papers which may
require it. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board of Directors.
Section 10. Conduct of Business. Unless otherwise ordered by the Board
of Directors, a majority of the members of any committee appointed by the Board
of Directors pursuant to these By-Laws shall constitute a quorum at any meeting
thereof, and the act of a majority of the members present at a meeting at which
a quorum is present shall be the act of such committee. Any such committee shall
prescribe its own rules for calling and holding meetings and its method of
procedure, subject to any rules prescribed by the Board of Directors, and
shall keep a written record of all actions taken by it.
ARTICLE III
NOTICES
Section 1. Generally. Whenever, under the provisions of the statutes or
of the Certificate of Incorporation or of these By-Laws, notice is required to
be given to any director or stockholder, it shall not be construed to mean
personal notice, but such notice may be given in writing, by mail, addressed to
such director or stockholder, at his address as it appears on the records of the
Corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram or telephone.
Section 2. Waivers. Whenever any notice is required to be given under
the provisions of the statutes or of the Certificate of Incorporation or of
these By-Laws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.
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ARTICLE IV
OFFICERS
Section 1. Generally. The officers of the Corporation shall be chosen
by the Board of Directors and shall be a President, a Secretary and a Treasurer.
The Board of Directors may also choose a Chairman of the Board of Directors (who
shall be the Chief Executive Officer), one or more vice presidents, and one or
more assistant secretaries and assistant treasurers. Any number of offices may
be held by the same person.
Section 2. Compensation. The compensation of all officers and agents of
the Corporation who are also directors of the Corporation shall be fixed by the
Board of Directors. The Board of Directors may delegate the power to fix the
compensation of all other officers and agents of the Corporation to an officer
of the Corporation.
Section 3. Succession. The officers of the Corporation shall hold
office until their successors are chosen and qualified. 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. Any vacancy occurring
in any office of the Corporation shall be filled by the Board of Directors.
Section 4. Authority and Duties. The officers of the Corporation shall
have such authority and shall perform such duties as are customarily incident to
their respective offices, or as may be specified from time to time by the
directors regardless of whether such authority and duties are customarily
incident to such office.
Section 5. Action with Respect to Securities of Other Corporations.
Unless otherwise directed by the Board of Directors, the Chairman, the President
or any Vice President shall have the power to vote and otherwise act on behalf
of the Corporation, in person or by proxy, at any meeting of stockholders (or
with respect to any action of such stockholders) of any other corporation in
which the Corporation may hold securities and otherwise exercise any and all
rights and powers which the Corporation may possess by reason of its ownership
of securities of such other corporation.
ARTICLE V
STOCK
Section 1. Certificates. Every holder of stock in the Corporation shall
be entitled to have a certificate signed by, or in the name of, the Corporation
by the Chairman of the Board or
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the President or a Vice President and by the Treasurer or an assistant treasurer
or the Secretary or an assistant secretary of the Corporation, representing the
number of shares in the Corporation registered in his name. Any or all the
signatures on the certificate may be a facsimile.
Section 2. Transfer. Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the Corporation to, or cause its transfer
agent to, issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.
Section 3. Lost, Stolen or Destroyed Certificates. In the event of the
loss, theft or destruction of any certificate for shares, another may be issued
in its place pursuant to such requirements as the Board of Directors may
establish concerning proof of such loss, theft or destruction and concerning the
giving of a satisfactory bond or bonds of indemnity.
Section 4. Record Date. The Board of Directors may fix in advance a
date, not more than sixty nor less than ten days prior to the date of any
meeting of stockholders, nor more than sixty days prior to the date of any
written consent of stockholders without a meeting, or the date for the payment
of any dividend, or the date for the allotment of rights, or the date when any
change or conversion or exchange of capital stock shall go into effect, as a
record date for the determination of the stockholders entitled to notice of, and
to vote at, any such meeting and any adjournment thereof, or entitled to express
such written consent, or to receive payment of any such dividend, to any such
allotment of rights, or to exercise the rights in respect of any such change,
conversion or exchange of capital stock.
ARTICLE VI
INDEMNIFICATION
Section 1. Indemnification.
(a) The Corporation shall indemnify any person who has been made a
party to, or has threatened to be made a party to, any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, including all appeals, by reason of the fact that he is or was a
director, officer or employee of the Corporation, or is or was serving at the
request of the Corporation as a director, officer or employee of another
corporation, partnership, joint venture,
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trust or other enterprise, to the full extent permitted by statute. The
Corporation may (in the Corporation's discretion) indemnify or agree to
imdemnify any person who has been made a party to, or is threatened to be made a
party to, any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, including all appeals,
by reason of the fact that he is or was an agent of the Corporation, or is or
was serving at the request of the Corporation as an agent of another
corporation, partnership, joint venture, trust or other enterprise, to the
fullest extent permitted by statute or such lesser extent as the Board of
Directors determine.
(b) Expenses incurred by any director, officer, or employee indemnified
hereunder in defending any civil, criminal, administrative or investigative
action, suit or proceeding (including all appeals) or threat thereof, may be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such director,
officer or employee to repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by the Corporation as authorized in
this Section. Such expenses incurred by other agents may be so paid upon terms
and conditions, if any, as the Board of Directors deems appropriate.
(c) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this Section shall not be deemed
exclusive of or in any way to limit any other rights to which those persons
seeking indemnification or advancement of expenses hereunder may be or may
become entitled as a matter of law, by the Certificate of Incorporation, these
By-Laws, agreement, insurance, vote of directors or stockholders or otherwise,
both as to action in his official capacity and with respect to action in another
capacity while holding such office.
(d) No amendment, termination or repeal of this Section shall affect or
impair in any way the rights of any director or officer of the Corporation to
indemnification in the provisions hereof with respect to any action, suit or
proceeding arising out of, or relating to, any actions, transactions or facts
occurring prior to the final adoption of such amendment, termination or repeal.
(e) If any part of this Section shall be found, in any action, suit or
proceeding, to be invalid or ineffective, the validity and effect of the
remaining parts shall not be affected thereby.
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(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such person.
Section 2. Insurance. The Corporation shall have the power to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against such person and incurred by such person in any such
capacity, or arising out of such person's status as such, whether or not the
Corporation would have the power to indemnify such person against such liability
under applicable law or under these By-Laws.
ARTICLE VII
GENERAL PROVISIONS
Section 1. Fiscal Year. The fiscal year of the Corporation shall be the
calendar year or such other fiscal year as fixed by resolution of the Board of
Directors.
Section 2. Corporate Seal. The Board of Directors may adopt a corporate
seal and use the same by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise.
Section 3. Reliance upon Books, Reports and Records. Each director,
each member of a committee designated by the Board of Directors, and each
officer of the Corporation shall, in the performance of his duties, be fully
protected in relying in good faith upon the books of account or other records of
the Corporation, including reports made to the Corporation by any of its
officers, by an independent certified public accountant, or by an appraiser
selected with reasonable care.
Section 4. Time Periods. In applying any provision of these By-Laws
which require that an act be done or not be done a specified number of days
prior to an event or that an act be done during a period of a specified number
of days prior to an event, calendar days shall be used, the day of the doing of
the act shall be excluded and the day of the event shall be included.
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ARTICLE VIII
AMENDMENTS
Section 1. Amendments. These By-Laws may be altered, amended or
repealed or new By-Laws may be adopted by the stockholders or by the Board of
Directors.
CERTIFICATE OF SECRETARY
I, the undersigned, hereby certify:
1. That I am the duly elected, qualified and acting Secretary of
MWC Acquisition Sub, Inc., a Delaware corporation.
2. That the foregoing By-Laws of said Corporation were duly
adopted as the By-Laws thereof by Written Consent of the Directors of said
Corporation, dated as of April 22, 1988, and that the same now constitute the
By-Laws of said Corporation.
Executed this 28th day of April 1988.
/s/ Dale R. Martin
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Dale R. Martin, Secretary
8731C(CL)/3155J(DT)
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