1
EXHIBIT 4.2
RESTATED
BYLAWS
OF
URANIUM RESOURCES, INC.
2
INDEX
TO
BYLAWS
OF
URANIUM RESOURCES, INC.
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ARTICLE I - MEETINGS OF STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . 1
1.1 Annual Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.3 Notice of Meeting. . . . . . . . . . . . . . . . . . . . . . . . . 1
1.4 Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.5 Adjournments . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.6 Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.7 Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.8 Judges of Election . . . . . . . . . . . . . . . . . . . . . . . . 2
1.9 Action by Consent . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.10 Action by Telephone Conference . . . . . . . . . . . . . . . . . . 2
ARTICLE II - BOARD OF DIRECTORS. . . . . . . . . . . . . . . . . . . . . . . 3
2.1 General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.2 Number . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.3 Election and Term of Office . . . . . . . . . . . . . . . . . . . . 3
2.4 Vacancies and Additional Directorships . . . . . . . . . . . . . . 3
2.5 Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.6 Notice of Meetings . . . . . . . . . . . . . . . . . . . . . . . . 4
2.7 Quorum, Manner of Acting and Presence . . . . . . . . . . . . . . . 4
2.8 Resignation of Directors . . . . . . . . . . . . . . . . . . . . . 4
2.9 Removal of Directors . . . . . . . . . . . . . . . . . . . . . . . 5
2.10 Action by Consent . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.11 Action by Telephone Conference . . . . . . . . . . . . . . . . . . 5
ARTICLE III - COMMITTEES OF THE BOARD . . . . . . . . . . . . . . . . . . . . 5
3.1 Designation, Power, Alternate Members
and Term of Office . . . . . . . . . . . . . . . . . . . . . . . 5
3.2 Meetings, Notices and Records . . . . . . . . . . . . . . . . . . . 6
3.3 Quorum, Manner of Acting and Presence . . . . . . . . . . . . . . . 6
3.4 Resignations . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.5 Removal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.6 Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.7 Action by Consent . . . . . . . . . . . . . . . . . . . . . . . . . 7
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ARTICLE IV - OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
4.1 Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
4.2 Election, Term of Office and
Qualifications . . . . . . . . . . . . . . . . . . . . . . . . . 8
4.3 Resignations . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
4.4 Removal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
4.5 Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
4.6 Chairman of the Board . . . . . . . . . . . . . . . . . . . . . . . 8
4.7 The President . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
4.8 Vice President . . . . . . . . . . . . . . . . . . . . . . . . . . 9
4.9 The Treasurer . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
4.10 The Secretary . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
4.11 Assistant Secretaries, Assistant Treasurers
and Subordinate Officers . . . . . . . . . . . . . . . . . . . . 10
ARTICLE V - INDEBTEDNESS OF THE CORPORATION AND
DEPOSIT OF CORPORATE FUNDS . . . . . . . . . . . . . . . . . . 11
5.1 Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
5.2 Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
5.3 Checks, Drafts, etc. . . . . . . . . . . . . . . . . . . . . . . . 11
ARTICLE VI - INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . 11
6.1 Actions, Suits or Proceedings Other Than
by or in the Right of the Corporation . . . . . . . . . . . . . . 11
6.2 Actions or suits by or in the Right of the Corporation . . . . . . 12
6.3 Indemnification for Costs, Charges and
Expenses of Successful Party . . . . . . . . . . . . . . . . . . 13
6.4 Determination of Right to Indemnification . . . . . . . . . . . . . 13
6.5 Advance of Costs, Charges and Expenses . . . . . . . . . . . . . . 13
6.6 Procedure for Indemnification . . . . . . . . . . . . . . . . . . . 14
6.7 Other Rights; Continuation of Right to Indemnification . . . . . . 14
6.8 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
6.9 Savings Clause . . . . . . . . . . . . . . . . . . . . . . . . . . 15
ARTICLE VII - MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . 15
7.1 Registered Office and Agent . . . . . . . . . . . . . . . . . . . . 15
7.2 Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
7.3 Corporate Seal . . . . . . . . . . . . . . . . . . . . . . . . . . 16
7.4 Voting of Stock . . . . . . . . . . . . . . . . . . . . . . . . . . 16
7.5 Record Dates. . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
7.6 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
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ARTICLE I
MEETINGS OF STOCKHOLDERS
Section 1.1 Annual Meetings. The annual meeting of the stockholders for
the election of directors and for the transaction of such other business as
properly may come before such meeting shall be held on such date and at such
time and place, within or without the State of Delaware, as may be designated
by the Board of Directors.
Section 1.2 Special Meetings. Special meetings of the stockholders for
any proper purpose or purposes may be called at any time by the Board of
Directors, the Chairman of the Board or the President, to be held on such date,
and at such time and place within or without the State of Delaware, as the
caller shall direct.
Section 1.3 Notice of Meeting. Written notice, signed by the Chairman of
the Board, the President, any Vice President, the Secretary or an Assistant
Secretary, of every meeting of stockholders stating the date and time when, and
the place where, it is to be held shall be delivered personally or mailed to
each stockholder entitled to vote at such meeting not less than ten nor more
than sixty days before the meeting, except as otherwise provided by law. The
purpose or purposes for which the meeting is called may in the case of an
annual meeting, and shall in the case of a special meeting, also be stated. If
mailed, such notice shall be directed to a stockholder at such stockholder's
address as it shall appear on the records of the Corporation, or at such other
address as such stockholder may have furnished, in writing, to the Secretary
for such purpose.
When a meeting is adjourned to another time or place, notice need not be
given of the adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken.
Section 1.4 Quorum. The presence at any meeting, in person or by proxy,
of the holders of record of a majority of the shares then issued and
outstanding and entitled to vote shall be necessary and sufficient to
constitute a quorum for the transaction of business, except as otherwise
provided by law, the Certificate of Incorporation or these Bylaws.
Section 1.5 Adjournments. In the absence of a quorum, a majority in
interest of the stockholders entitled to vote, present in person or by proxy,
or, if no stockholder entitled
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to vote is present in person or by proxy, any officer entitled to preside at or
act as secretary of such meeting, may adjourn the meeting from time to time
until a quorum shall be present.
Section 1.6 Voting. At each meeting of stockholders, except as otherwise
provided by law or the Certificate of Incorporation, every holder of record of
stock entitled to vote shall be entitled to one vote in person or by proxy for
each share of such stock standing in his name on the records of the
Corporation.
Directors shall be chosen by a plurality of the votes cast at the
election by the holders of the class of stock entitled to vote for the election
of directors, and, except as otherwise provided by law, the Certificate of
Incorporation or these Bylaws, all other questions shall be determined by a
majority of the votes cast on such question.
Section 1.7 Proxies. Any stockholder entitled to vote may vote by proxy,
provided that the instrument authorizing such proxy to act shall have been
executed in writing (which shall include telegraphing or cabling) by the
stockholder himself or by such stockholder's duly authorized attorney.
Section 1.8 Judges of Election. The Board of Directors may appoint
judges of election to serve at any election of directors and at balloting on
any other matter that may properly come before a meeting of stockholders. If no
such appointment shall be made, or if any of the judges so appointed shall fail
to attend, or refuse or be unable to serve, then such appointment may be made
by the presiding officer at the meeting.
Section 1.9 Action by Consent. Any action required or permitted to be
taken at a meeting of stockholders may be taken without a meeting, without
prior notice and without a vote, if a written consent or consents thereto
setting forth such action is signed by the holders of record of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or to take such action at a meeting at which all shares entitled
to vote thereon were present and voted. Prompt notice of the taking of such
action without a meeting by less than unanimous written consent shall be given
to those stockholders who have not consented in writing.
Section 1.10 Action by Telephone Conference. Subject to the provisions
required or permitted for notice of meetings, unless otherwise restricted by
the Certificate of Incorporation or these Bylaws, stockholders may participate
in and hold any meeting by conference telephone or similar communications
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equipment by means of which all persons participating in the meeting can hear
each other, and participation in such a meeting shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.
ARTICLE II
BOARD OF DIRECTORS
Section 2.1 General. The business of the Corporation shall be managed by
its Board of Directors which may exercise all power of the Corporation and do
all lawful acts and things as are not by law, the Certificate of Incorporation
or these Bylaws directed or required to be exercised or done by the
stockholders.
Section 2.2 Number. The number of directors which shall constitute the
whole Board of Directors shall be fixed from time to time by resolution of the
Board of Directors or stockholders (any such resolution of either the Board of
Directors or stockholders being subject to any later resolution of either of
them). The Board of Directors on the date hereof shall consist of seven (7)
directors and subsequent Boards of Directors shall consist of not less than
three (3) directors nor more than nine (9) directors until changed as herein
provided.
Section 2.3 Election and Term of Office. Directors shall be elected at
the annual meeting of the stockholders, except as provided in Section 2.4.
Directors (whether elected at an annual meeting or to fill a vacancy or
otherwise) shall continue in office until the next annual election and until
their successors shall have been elected and qualified or until their earlier
death, resignation or removal in the manner hereinafter provided.
Section 2.4 Vacancies and Additional Directorships. Vacancies in the
Board of Directors, whether by reason of death, resignation or otherwise, and
newly created directorships resulting from any increase in the authorized
number of directors shall be filled by a majority of the directors then in
office, although less than a quorum, or by the stockholders. In the event of
the resignation of directors effective at a future date, such vacancies may be
filled by a majority of the directors then in office, including those who have
resigned, effective on such future date.
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Section 2.5 Meetings. The Board of Directors by resolution may provide
for the holding of regular meetings and may fix the times and places, either
within or without the State of Delaware, at which such meetings shall be held.
Special meetings of the Board shall be held upon the call of the
Chairman of the Board, the President or any two (2) directors.
Section 2.6 Notice of Meetings. Notice need not be given of regular
meetings of the Board.
Except as otherwise provided by law, notice of each special meeting
shall be mailed to all directors, addressed to their residences or usual places
of business, at least two (2) days before the day of the meeting, or shall be
sent to them at such places by telegram, radio or cable, or telephoned or
delivered to them personally, not later than the day of the meeting. Such
notice shall state the time and place of such meeting, but, unless otherwise
required by law, the Certificate of Incorporation or these Bylaws, need not
state the purpose thereof.
Notice of any meeting need not be given to a director who shall attend
such meeting in person or who shall waive notice thereof, either before or
after such meeting, in a signed writing.
Section 2.7 Quorum, Manner of Acting and Presence. At each meeting of
the Board of Directors the presence of a majority of the total number of
members of the Board of Directors then holding office (but not less than one-
third of the total number of directors nor less than two (2) directors) shall
be necessary and sufficient to constitute a quorum for the transaction of
business. In the absence of a quorum, a majority of those present at the time
and place of any meeting may adjourn the meeting from time to time until a
quorum shall be present and the meeting may be held and adjourned without
further notice of waiver. A majority of those present at any meeting at which a
quorum is present may decide any questions brought before such meeting, except
as otherwise provided by law, the Certificate of Incorporation of the
Corporation or these Bylaws.
Section 2.8 Resignation of Directors. Any director may resign at any
time by giving written notice of such resignation to the Board of Directors,
the Chairman of the Board, the President, any Vice President or the Secretary.
Unless otherwise specified in such notice, such resignation shall be effective
upon receipt thereof by the Board of Directors or any such officer, and the
acceptance of such resignation shall not be necessary to make it effective.
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Section 2.9 Removal of Directors. At any special meeting of the
stockholders, duly called as provided in these Bylaws, any director or
directors may be removed from office, either with or without cause, as provided
by law, by vote of the holders of the class of stock that elected such
director.
Section 2.10 Action by Consent. Action required or permitted to be taken
at any meeting of the Board of Directors may be taken without a meeting if all
members of the Board consent thereto in writing and the writing or writings are
filed with the minutes of proceedings of the Board.
Section 2.11 Action by Telephone Conference. Subject to the provisions
required or permitted for notice of meetings, unless otherwise restricted by
the Certificate of Incorporation or these Bylaws, members of the Board of
Directors or members of any committee designated by such Board may participate
in and hold a meeting of such Board or committee by conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and participation in such a meeting shall
constitute presence in person at such meeting, except where a person
participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.
ARTICLE III
COMMITTEES OF THE BOARD
Section 3.1 Designation. Power, Alternate Members and Term of Office.
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. Any such committee, to the
extent provided in such resolution and permitted by law, 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 or a facsimile thereof to be affixed to or reproduced
on all such papers as said committee shall designate. The Board of Directors
may designate one or more directors as alternate members of any committee who,
in the order specified by the Board of Directors, may replace any absent or
disqualified member at any meeting of the committee. If at a meeting of any
committee one or more of the members thereof should be absent or disqualified,
and if either the Board of Directors has not so designated any alternate member
or members, or the
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number of absent or disqualified members exceeds the number of alternate
members who are present at such meeting, then the member or members of such
committee (including alternates) present at any meeting and not disqualified
from voting, whether or not such member or members constitute a quorum, may
unanimously appoint another director to act at the meeting in the place of such
absent or disqualified member. The term of office of the members of each
committee shall be as fixed from time to time by the Board of Directors,
subject to these Bylaws; provided, however, that any committee member who
ceases to be a member of the Board of Directors shall ipso facto cease to be a
committee member. Each committee shall appoint a secretary, who may be the
Secretary of the Corporation or an Assistant Secretary thereof.
Section 3.2 Meetings, Notices and Records. Each committee may provide
for the holding of regular meetings, with or without notice, and may fix the
times and places at which such meetings shall be held. Special meetings of each
committee shall be held upon call by or at the direction of its chairman or, if
there be no chairman, by or at the direction of any one of its members. Except
as otherwise provided by law, notice of each special meeting of a committee
shall be mailed to each member of such committee, addressed to such member at
such member's residence or usual place of business, at least two (2) days
before the day on which the meeting is to be held, or shall be sent to such
member at such place by telegram, radio or cable, or telephoned or delivered to
such member personally, not later than the day before the day on which the
meeting is to be held. Such notice shall state the time and place of such
meeting, but need not state the purposes thereof, unless otherwise required by
law, the Certificate of Incorporation of the Corporation of these Bylaws.
Notice of any meeting of a committee need not be given to any member
thereof who shall attend such meeting in person or who shall waive notice
thereof, before or after such meeting, in a signed writing. Each committee
shall keep a record of its proceedings.
Section 3.3 Quorum, Manner of Acting and Presence. At each meeting of
any committee the presence of a majority of its members then in office shall
be necessary and sufficient to constitute a quorum for the transaction of
business, except that when a committee consists of one member, then the one
member shall constitute a quorum. In the absence of a quorum, a majority of the
members present at the time and place of any meeting may adjourn the meeting
from time to time until a quorum shall be present and the meeting may be held
as adjourned without further notice or waiver. The act of a
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majority of the members present at any meeting at which a quorum is present
shall be the act of such committee. Subject to the foregoing and other
provisions of these Bylaws and except as otherwise determined by the Board of
Directors, each committee may make rules for the conduct of its business.
Members of any committee may participate in a meeting by means of a
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and such
participation shall constitute presence in person at such meeting.
Section 3.4 Resignations. Any member of a committee may resign at any
time by giving written notice of such resignation to the Board of Directors,
the Chairman of the Board, the President, any Vice President or the Secretary.
Unless otherwise specified in such notice, such resignation shall take effect
upon receipt thereof by the Board of Directors or any such officer, and the
acceptance of such resignation shall not be necessary to make it effective.
Section 3.5 Removal. Any member of any committee may be removed at any
time or without cause by the Board of Directors.
Section 3.6 Vacancies. If any vacancy shall occur in any committee by
reason of death, resignation, disqualification, removal or otherwise, the
remaining member or members of such committee, so long as a quorum is present,
may continue to act until such vacancy is filled by the Board of Directors.
Section 3.7 Action by Consent. Action required or permitted to be taken
at any meeting of a committee may be taken without a meeting if all members
of the committee consent thereto in writing and the writing or writings are
filed with the minutes of the proceedings of the committee.
ARTICLE IV
OFFICERS
Section 4.1 Officers. The officers of the Corporation shall be a
President, one or more Vice Presidents and a Secretary and may include a
Chairman of the Board (who shall be a director of the Corporation) and a
Treasurer. The Board of Directors from time to time may elect Assistant
Treasurers, Assistant Secretaries and such other officers as it shall deem
necessary. Any number of offices may be held by the same person.
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Section 4.2 Election, Term of Office and Qualifications. Officers shall
be elected by the Board of Directors and shall hold office until the earlier of
their death, resignation, or removal in the manner hereinafter provided.
Section 4.3 Resignations. Any officer may resign at any time by giving
written notice of such resignation to the Board of Directors, the Chairman of
the Board, the Chief Executive Officer, the President, a Vice President or the
Secretary. Unless otherwise specified in such written notice, such resignation
shall take effect upon receipt thereof by the Board of Directors or any such
officer, and the acceptance of such resignation shall not be necessary to make
it effective.
Section 4.4 Removal. Any officer may be removed with or without cause at
any meeting of the Board of Directors by affirmative vote of a majority of the
directors then in office.
Section 4.5 Vacancies. A vacancy in any office by reason of death,
resignation, removal, disqualification, or any other cause shall be filled for
the unexpired portion of the term in the manner prescribed by these Bylaws for
regular election to such office.
Section 4.6 Chairman of the Board. The Chairman of the Board shall be
the chief executive officer of the Corporation and shall preside at all
meetings of the shareholders and the Board of Directors. The Chairman of the
Board shall have general powers of oversight, supervision and management of the
business and affairs of the Corporation and shall perform such other duties as
may be prescribed by the Board of Directors. Unless the Board of Directors
shall otherwise delegate such duties, the Chairman of the Board shall be ex-
officio a member of all standing committees.
Section 4.7 The President. The President shall serve under the general
direction of the Chairman of the Board, if any, and shall have responsibility
for the general and active management of the business of the Corporation and
shall see that all orders and resolutions of the Board of Directors are carried
into effect. The President shall appoint and discharge employees and agents of
the Corporation (other than officers elected by the Board) and may sign, with
any other officer thereunto duly authorized, certificates representing stock of
the Corporation, the issuance of which shall have been duly authorized (the
signature to which may be a facsimile signature), and may sign and execute, in
the name and on behalf of the Corporation, deeds, mortgages, bonds, contracts,
agreements or other instruments, except in cases where the signing and
execution thereof shall be expressly delegated by the Board to
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some other officer or agent. The President shall, in the absence or disability
of the Chairman of the Board, perform the duties and exercise the powers of the
Chairman of the Board and shall have such other powers and perform such other
duties as from time to time may be prescribed by the Board of Directors or
these Bylaws.
Section 4.8. Vice President. The Vice President, or, if more than one,
the Vice Presidents in the order established by the Board of Directors or the
Chairman of the Board, shall, in the absence or disability of the President,
exercise all of the powers and duties of the President. Each such Vice
President shall have the power to sign and execute, in the name and on behalf
of the Corporation, deeds, mortgages, bonds, contracts, agreements or other
instruments, except in cases where the signing and execution hereof shall be
expressly delegated by the Board to some other officer as agent and shall have
such other powers and perform such other duties as from time to time may be
prescribed by the Board of Directors or the Chairman of the Board or these
Bylaws.
Section 4.9. The Treasurer. The Treasurer or, if no Treasurer is elected
by the Board of Directors, such other officer as shall be designated by the
Board of Directors shall have the custody of the corporate funds and
securities; shall keep full and accurate accounts of receipt and disbursements
in books belonging to the Corporation; shall deposit all monies, 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; and shall have and
perform such other duties incident to the office of Treasurer as from time to
time may be prescribed by the Board of Directors, the Chairman of the Board or
these Bylaws. 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 Chairman (of the Board and the Board of
Directors, at regular meetings of the Board, whenever they may require it, an
account of all transactions.
Section 4.10 The Secretary. The Secretary shall
(a) record all proceedings of the meeting of the stockholders, the
Board of Directors and any committees in a book or books to be
kept for that purpose;
(b) cause all notices to be duly given in accordance with the
provisions of these Bylaws and as required by law;
(c) whenever any committee shall be designated by resolution of the
Board of Directors, furnish the chairman of such committee with a
copy of such resolution;
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(d) be custodian of the records and of the seal of the Corporation,
and cause such seal to be affixed to or a facsimile to be
reproduced on all certificates representing stock of the
corporation prior to the issuance thereof and to all instruments
the execution of which on behalf of the Corporation shall have
been duly authorized;
(e) see that the lists, books, reports, statements, certificates and
other documents and records required by law are properly kept
and filed;
(f) have charge of the stock and transfer books of the Corporation,
and exhibit such stock book at all reasonable times to such
persons as are entitled by law have access thereto;
(g) sign (unless the Treasurer or an Assistant Secretary or an
Assistant Treasurer shall sign) certificates representing stock
of the Corporation, the issuance of which shall have been duly
authorized (the signature to which may be a facsimile signature);
and
(h) in general, perform all duties incident to the office of
Secretary and have such other powers and perform such other
duties as from time to time may be prescribed by the Board of
Directors, the Chairman of the Board or these Bylaws.
Section 4.11 Assistant Secretaries. Assistant Treasurers and Subordinate
Officers. Assistant Treasurers and Assistant Secretaries shall have the power
to perform, in the name and on behalf of the Corporation, such duties as may be
required to be performed by the Secretary, Treasurer and Comptroller,
respectively, and shall have and perform such other duties as from time to time
may be prescribed by the Board of Directors, the Chairman of the Board or these
Bylaws. The Corporation may have such assistant and subordinate officers as the
Board of Directors may from time to time deem desirable. Each such officer
shall hold office for such period and perform such duties as the Board of
Directors, the Chairman of the Board, or President may prescribe.
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ARTICLE V
INDEBTEDNESS OF THE CORPORATION AND DEPOSIT OF CORPORATE FUNDS
Section 5.1 Borrowing. No loans, advances, obligations or indebtedness
shall be incurred, obtained or contracted for, by or on behalf of the
Corporation, and no negotiable paper shall be issued in its name, unless and
except as (i) permitted by the Corporation's Certificate of Incorporation, (ii)
permitted under any indentures or other documents evidencing outstanding
indebtedness of the Corporation and (iii) authorized by the Board of Directors.
Such authorization may be general or confirmed to specific instances. Any
officer or agent of the Corporation thereunto so authorized may obtain loans
and advances for the Corporation, and for such loans and advances may make,
execute and deliver promissory notes, bonds, or other evidences of indebtedness
of the Corporation. Any officer or agent of the Corporation thereunto so
authorized may pledge, hypothecate or transfer as security for the payment of
any and all loans, advances, indebtedness and liabilities of the Corporation,
any and all stocks, bonds, other securities and other personal property at any
time held by the Corporation, and to that end may endorse, assign and deliver
the same and do every act and thing necessary or proper in connection
therewith.
Section 5.2 Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to its credit in such banks,
trust companies or other depositories as the Board of Directors may select.
Endorsements for deposit to the credit of the Corporation in any of its duly
authorized depositories shall be made in such manner as the Board of Directors
from time to time may determine.
Section 5.3 Checks, Drafts, etc. All checks, drafts or other orders for
the payment of money, and all notes or other evidences of indebtedness issued
in the name of the Corporation, shall be signed by such officer or officers or
agent or agents of the Corporation, and in such manner, as from time to time
shall be determined by the Board of Directors.
ARTICLE VI
INDEMNIFICATION
Section 6.1 Actions, Suits or Proceedings Other Than by or in the Right
of the Corporation. The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or
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investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was or has agreed to become a director,
officer, employee or agent of the Corporation, or is or was serving or has
agreed to serve at the request of the Corporation as a director, officer,
employee or agent of another Corporation, partnership, joint venture, trust or
other enterprise, or by reason of any action alleged to have been taken or
omitted in such capacity, against costs, charges, expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or on his behalf in connection with such action,
suit or proceeding and any appeal therefrom, if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon
at plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
Section 6.2 Actions or Suits by or in the Right of the Corporation. The
Corporation shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the Corporation to procure a judgment in its favor by reason of
the fact that he is or was or has agreed to become a director, officer,
employee or agent of the Corporation, or is or was serving or has agreed to
serve at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, or by reason of any action alleged to have been taken or omitted in
such capacity, against costs, charges and expenses (including attorneys' fees)
actually and reasonably incurred by him or on his behalf in connection with
such action or suit and any appeal therefrom, if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests
of the Corporation except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged to
be liable for negligence or misconduct in the performance of his duty to the
Corporation unless and only to the extent that the Court of Chancery of
Delaware or the court in which such action on suit was brought shall determine
upon application that, despite the adjudication of such liability but in view
of all the circumstances of the case, such person is fairly and reasonably
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entitled to indemnity for such costs, charges and expenses which the Court of
Chancery or such other court shall deem proper.
Section 6.3 Indemnification for Costs, Charges and Expenses of
Successful Party. Notwithstanding the other provisions of this Article, to the
extent that a director, officer, employee or agent of the Corporation has been
successful on the merits or otherwise, including, without limitation, the
dismissal of an action without prejudice, in defense of any action, suit or
proceeding referred to in Sections 6.1 and 6.2 of this Article, or in defense
of any claim, issue or matter therein, he shall be indemnified against all
costs, charges and expenses (including attorneys' fees) actually and reasonably
incurred by him or on his behalf in connection therewith.
Section 6.4 Determination of Right to Indemnification. Any
indemnification under Sections 6.1 and 6.2 of this Article (unless ordered by,
a court) shall be paid by the Corporation unless a determination is made (1) by
the Board of Directors by a majority vote of a quorum consisting of directors
who were not parties to such action, suit or proceeding, or (2) if such a
quorum is not obtainable, or, even if obtainable a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion, or (3)
by the stockholders, that indemnification of the director, officer, employee or
agent is not proper in the circumstances because he has not met the applicable
standard of conduct set forth in Sections 6.1 and 6.2 of this Article.
Section 6.5 Advance of Costs, Charges and Expenses. Costs, charges and
expenses (including attorneys' fees) incurred by a person referred to in
Sections 6.1 and 6.2 of this Article in defending a civil or criminal action,
suit or proceeding shall be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding; provided, however, that the
payment of such costs, charges and expenses incurred by a director or officer
in his 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) in
advance of the final disposition of such action, suit or proceeding shall be
made only upon receipt of an undertaking by or on behalf of the director or
officer to repay all amounts so advanced in the event that it shall ultimately
be determined that such director or officer is not entitled to be indemnified
by the Corporation as authorized in this Article. Such costs, charges and
expenses incurred by other employees and agents may be so paid upon such terms
and conditions, if any, as the Board of Directors deems appropriate. The Board
of Directors may, in the manner set forth above, and upon approval of such
director,
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officer, employee or agent of the Corporation, authorize the Corporation's
counsel to represent such person, in any action, suit or proceeding, whether or
not the Corporation is a party to such action, suit or proceeding.
Section 6.6 Procedure for Indemnification. Any indemnification under
Sections 6.1, 6.2 and 6.3, or advance of costs, charges and expenses under
Section 6.5 of this Article, shall be made promptly, and in any event within
sixty (60) days, upon the written request of the directors, officer, employee
or agent. The right to indemnification or advances as granted by this Article
shall be enforceable by the director, officer, employee or agent in any court
of competent jurisdiction, if the Corporation denies such request, in whole or
in part, or if no disposition thereof is made within sixty (60) days. Such
person's costs and expenses incurred in connection with successfully
establishing his right to indemnification by the Corporation shall be promptly
paid by the Corporation. It shall be a defense to any such action (other than
an action brought to enforce a claim for the advance of costs, charges and
expenses under Section 6.5 of this Article where the required undertaking, if
any, has been received by the Corporation) that the claimant has not met the
standard of conduct set forth in Sections 6.1 or 6.2 of this Article, but the
burden of proving such defense shall be on the Corporation. Neither the failure
of the Corporation (including its Board of Directors, its independent legal
counsel, and its stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper
under the circumstances because he has met the applicable standard of conduct
set forth in Sections 6.1 or 6.2 of this Article, nor the fact that there has
been an actual determination by the Corporation (including its Board of
Directors, its independent legal counsel, and its stockholders) that the
claimant has not met such applicable standard of conduct, shall be a defense to
the action or create a presumption that the claimant has not met the applicable
standard of conduct.
Section 6.7 Other Rights; Continuation of Right to Indemnification. The
indemnification provided by this Article shall not be deemed exclusive of any
other rights to which a person seeking indemnification may be entitled under
any law (common or statutory), agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding office or while employed by or acting
as agent for the Corporation, and shall continue as to a person who has ceased
to be a director, officer, employee or agent, and shall inure to the benefit of
the estate, heirs, executors and administrators of such person. All rights to
indemnification under this
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Article shall be deemed to be a contract between the Corporation and each
director, officer, employee or agent of the Corporation who serves or served in
such capacity at any time while this Article is in effect. Any repeal or
modification of this Article or any repeal or modification of relevant
provisions of the Delaware General Corporation Law or any other applicable laws
shall not in any way diminish any rights to indemnification of such director,
officer, employee or agent or the obligations of the Corporation arising
hereunder.
Section 6.8 Insurance. The Corporation may, but shall have no obligation
to purchase and maintain insurance on behalf of any person who is or was or has
agreed to become a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him or on his behalf in any such capacity,
or arising out of his status as such, whether or not the Corporation would have
the power to indemnify him against such liability under the provisions of this
Article. Such insurance, if made available, shall be on terms acceptable to the
Board of Directors, which determination shall be made by a vote of a majority
of the entire Board of Directors.
Section 6.9 Savings Clause. If this Article or any portion hereof shall
be invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each director, officer, employee and
agent of the Corporation as to costs, charges and expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement with respect
to any action, suit or proceeding, whether civil, criminal, administrative or
investigative, including an action by or in the right of the Corporation, to
the full extent permitted by any applicable portion of this Article that shall
not have been invalidated, and to the full extent permitted by applicable law.
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 7.1 Registered Office and Agent. The registered office of the
Corporation shall be located at the office of The Corporation Trust Company,
1209 Orange Street, Wilmington, Delaware 19801 and said corporation shall be
the registered agent of this Corporation at such office. The Corporation may
have other offices, either within or without the State of Delaware, at such
place or places as shall be determined from time to time by the Board of
Directors or as the business of the corporation may require.
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Section 7.2 Fiscal Year. The fiscal year of the Corporation shall be
determined by resolution of the Board of Directors.
Section 7.3 Corporate Seal. The seal of the Corporation shall be
circular in form and contain the name of the Corporation and the year and state
of its incorporation. Such seal may be altered from time to time at the
discretion of the Board of Directors.
Section 7.4 Voting of Stock. Unless otherwise specifically directed by
the Board of Directors, all stock owned by the Corporation, other than stock of
the Corporation, shall be voted on behalf of the Corporation, in person or by
proxy, by the Chairman of the Board, the Chief Executive Officer, the President
or any Vice President of the Corporation. The Board of Directors, however, may
by resolution appoint some other person to vote such shares, in which case such
person shall be entitled to vote such shares upon the production of a certified
copy of such resolution.
Section 7.5 Record Dates. 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 be not more than sixty (60) nor
less than ten (10) days before the date of such meeting, nor more than sixty
(60) days prior to any other action. Only those stockholders of record on the
date so fixed shall be entitled to any of the foregoing rights, notwithstanding
the transfer of any such stock on the books of the Corporation after any such
record date fixed by the Board of Directors.
Section 7.6 Amendments. All Bylaws of the Corporation may be amended or
repealed, and new Bylaws may be made, by an affirmative majority of the votes
cast at any annual or special stockholders' meeting by holders of outstanding
shares of stock of the Corporation entitled to vote, or by an affirmative vote
of a majority of the directors present at any organizational, regular, or
special meeting of the Board of Directors.
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