EXHIBIT 3.7
As Amended by stockholder
consent 6/28/1996
BY-LAWS
-of -
GSL CORPORATION
(herein called the "Corporation")
-oo0oo-
ARTICLE I.
Stockholders
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Section 1.01. Annual Meeting. The Board of Directors by
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resolution shall designate the time, place and date (which shall be, in the case
of the first annual meeting, not more than 13 months after the organization of
the Corporation and, in the case of all other annual meetings, not more than 13
months after the date of the last annual meeting) of the annual meeting of the
stockholders for the election of directors and the transaction of such other
business as may come before it.
Section 1.02. Special Meetings. Special meetings of the
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stockholders, for any purpose or purposes, may be called at any time by the
Chairman, the Vice-Chairman, the President, any Vice-President, the Treasurer or
the Secretary or by resolution of the Board of Directors and shall be called by
the Secretary upon receipt by the Secretary of a request to the Corporation in
writing signed by the holders of at least 35% of the Common Stock of the
Corporation then outstanding. Special meetings of stockholders shall be held at
such place, within or without the State of Delaware, as shall be fixed by the
person or persons calling the meeting and stated in the notice or waiver of
notice of the meeting.
Section 1.03. Notice of Meetings of Stockholders. Whenever
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stockholders are required or permitted to take any action at a meeting, written
notice of the meeting shall be given (unless that notice shall be waived or
unless the meeting is to be dispensed with in accordance with the provisions of
the General Corporation Law of the State of Delaware) which shall state 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. The written notice of any
meeting shall be given, personally or by mail, not less than ten nor more than
sixty days before the date of the meeting to each stockholder entitled to vote
at such meeting. If mailed, such notice is given when mail, postage prepaid,
directed to the stockholder at his address as it appears on the records of the
Corporation.
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. At the adjourned
meeting the Corporation may transact any business which might have been
transacted at the original meeting. If the adjournment is for more than thirty
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.
Section 1.04. Quorum. At all meetings of the stockholders, the
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holders of one-third of the stock issued and outstanding and entitled to vote
thereat, present in person or by proxy, shall constitute a quorum for the
transaction of any business.
When a quorum is once present to organize a meeting, it is not
broken by the subsequent withdrawal of any stockholders.
The stockholders present may adjourn the meeting despite the
absence of a quorum and at any such adjourned meeting at which the requisite
amount of voting stock shall be represented, the Corporation may transact any
business which might have been transacted at the original meeting had a quorum
been there present.
Section 1.05. Method of Voting. The vote upon any question
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before the meeting need not be by ballot. All elections and all other questions
shall be decided by a plurality of the votes cast, at a meeting at which a
quorum is present, except as expressly provided otherwise by the General
Corporation Law of the State of Delaware or the Certificate of Incorporation.
Section 1.06. Voting Rights of Stockholders and Proxies. Each
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stockholder of record entitled to vote in accordance with the laws of the State
of Delaware, the Certificate of Incorporation or these By-Laws, shall at every
meeting of the stockholders be entitled to one vote in person or by proxy for
each share of stock entitled to vote standing in his name on the books of the
Corporation, but no proxy shall be voted on after three years from its date,
unless the proxy provides for a longer period.
Section 1.07. Ownership of its Own Stock. Shares of its own
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capital stock belonging to the Corporation or to another corporation, if a
majority of the shares entitled to vote in the election of directors of such
other corporation is held, directly or indirectly, by the Corporation, shall
neither be entitled to vote nor be counted for quorum purposes. Nothing in this
section shall be construed as limiting the right of any corporation to vote
stock, including but not limited to its own stock, held by it in a fiduciary
capacity.
Section 1.08. Voting by Fiduciaries and Pledgors. Persons
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holding stock in a fiduciary capacity shall be entitled to vote the shares so
held. Persons whose stock is pledged shall be entitled to vote, unless in the
transfer by the pledgor on the books of the Corporation he has expressly
empowered the pledgee to vote thereon, in which case only the pledgee, or his
proxy, may represent such stock and vote thereon.
If shares or other securities having voting power 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 have the same fiduciary relationship
respecting the same shares, unless the Secretary of the Corporation is given
written notice to the contrary and is furnished with a copy of the instrument or
order appointing them or creating the relationship wherein it is so provided,
their acts with respect to voting shall have the following effect:
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(1) If only one votes, his act binds all;
(2) If more than one vote, the act of the majority so voting
binds all;
(3) If more than one vote, but the vote is evenly split on any
particular matter, each faction may vote the securities in question
proportionally, or any person voting the shares, or a beneficiary, if any, may
apply to the Court of Chancery or such other court as may have jurisdiction to
appoint an additional person to act with the persons so voting the shares, which
shall then be voted as determined by a majority of such persons and the person
appointed by the Court. If the instrument so filed shows that any such tenancy
is held in unequal interests, a majority or even-split for the purpose of this
subsection shall be a majority or even-split in interest.
Section 1.09. Fixing Date for Determination of Stockholders of
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Record. In order to determine the stockholders (i) entitled to notice of or to
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vote at any meeting of stockholders or any adjournment thereof, or (ii) entitled
to express consent to corporate action in writing without a meeting, or (iii)
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or (iv) entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or (v) 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 sixty nor less than ten days before the date of such meeting,
nor more than sixty days prior to any other action. If no record date is fixed
by the Board of Directors, the record date shall be determined in accordance
with the provisions of the General Corporation Law of the State of Delaware.
Section 1.10. List of Stockholders. The officer who has charge
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of the stock ledger of the Corporation shall prepare and make, at least ten days
before every meeting of the stockholders, a complete list of the stockholders
entitled to vote at the 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 said meeting
is to be held), and the list shall 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 may be present. Upon the willful neglect or refusal of the
directors to produce such a list at any meeting for the election of directors,
they shall be ineligible for election to any office at such meeting.
Section 1.11. Stockholder's Right of Inspection. Stockholders
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of record, in person or by attorney or other agent, shall have the right, upon
written demand under oath stating the purpose thereof, during the usual hours
for business to inspect 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. 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 other writing which
authorizes the attorney or other agent to so act on
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behalf of the stockholder. The demand under oath shall be directed to the
Corporation at its registered office in this State or at its principal place of
business.
The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by Section
1.10 or the books of the Corporation, or to vote in person or by proxy at any
meeting of the stockholders.
ARTICLE II.
Directors
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Section 2.01. Management of Business. The business of the
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Corporation shall be managed by its Board of Directors.
The Board of Directors, in addition to the powers and
authority expressly conferred upon it herein, by statute, by the Certificate of
Incorporation of the Corporation or otherwise, is hereby empowered to exercise
all such powers as may be exercised by the Corporation, except as expressly
provided otherwise by the statutes of the State of Delaware, by the Certificate
of Incorporation of the Corporation or by these By-Laws.
Without prejudice to the generality of the foregoing, the
Board of Directors, by resolution or resolutions, may create and issue, whether
or not in connection with the issue and sale of any shares of stock or other
securities of the Corporation, rights or options entitling the holders thereof
to purchase from the Corporation any shares of its capital stock of any class or
classes or any other securities of the Corporation, such rights or options to be
evidenced by or in such instrument or instruments as shall be approved by the
Board of Directors. The terms upon which, including the time or times, which may
be limited or unlimited in duration, at or within which, and the price or prices
at which, any such rights or options may be issued and any such shares or other
securities may be purchased from the Corporation upon the exercise of any such
right or option shall be such as shall be fixed and stated in the resolution or
resolutions adopted by the Board of Directors providing for the creation and
issue of such rights or options, and, in every case, set forth or incorporated
by reference in the instrument or instruments evidencing such rights or options.
In the absence of actual fraud in the transaction, the judgment of the directors
as to the consideration for the issuance of such rights or options and the
sufficiency thereof shall be conclusive. In case the shares of stock of the
Corporation to be issued upon the exercise of such rights or options shall be
shares having a par value, the price or prices so to be received therefor shall
not be less than the par value thereof. In case the shares of stock so to be
issued shall be shares of stock without par value, the consideration therefor
shall be determined in the manner provided in Section 153 of the General
Corporation Law of the State of Delaware.
*Section 2.02. Qualifications and Number of Directors.
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Directors need not be stockholders.
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* As Amended by Stockholder consent on 6/28/1996 (see insert attached).
Amendment to By-Laws of GSL Corporation
Dated June 28, 1996
NOW, THEREFORE, BE IT RESOLVED, that the second sentence of Section 2.02 of the
Corporation's By-Laws is hereby amended to read as follows:
"The number of directors of the Corporation shall be not less than one nor more
than three and the initial number of Directors shall be one with the precise
number thereafter to be fixed by resolution of the Board of Directors from time
to time."
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Section 2.03. Election and Term. The directors shall be
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elected at the annual meeting of the stockholders, and each director shall be
elected to hold office until his successor shall be elected and qualified, or
until his earlier resignation or removal.
Section 2.04. Resignations. Any director of the Corporation
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may resign at any time by giving written notice to the Corporation. Such
resignation shall take effect at the time specified therein, if any, or if no
time is specified therein, then upon receipt of such notice by the Corporation;
and, unless otherwise provided therein, the acceptance of such resignation shall
not be necessary to make it effective.
Section 2.05. Vacancies and Newly Created Directorships.
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Vacancies and newly created directorships resulting from any increase in the
authorized number of directors may be filled by a majority of the directors then
in office, though less than a quorum, or by a sole remaining director, and the
directors so chosen shall hold office until their successors shall be elected
and qualified, or until their earlier resignation or removal, provided, however,
that the stockholders removing any director may at the same meeting fill the
vacancy caused by such removal, and provided further that if the directors fail
to fill any such vacancy, the stockholders may at any special meeting called for
such purpose, by written consent or otherwise, fill such vacancy. When one or
more directors shall resign from the Board, effective at a future date, a
majority of the directors then in office, including those who have so resigned,
shall have power to fill such vacancy or vacancies, the vote thereon to take
effect when such resignation or resignations shall become effective, and each
director so chosen shall hold office as herein provided in the filling of other
vacancies.
Section 2.06. Quorum of Directors. At all meetings of the
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Board of Directors, two or more directors 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, except as provided in Section 2.05 hereof.
A majority of the directors present, whether or not a quorum
is present, may adjourn any meeting of the directors to another time and place.
Notice of any adjournment need not be given if such time and place are announced
at the meeting.
Section 2.07. Annual Meeting. The newly elected Board of
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Directors shall meet immediately following the adjournment of the annual meeting
of stockholders in each year at the same place, within or without the State of
Delaware, and no notice of such meeting shall be necessary.
Section 2.08. Regular Meetings. Regular meetings of the Board
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of Directors may be held at such time and place, within or without the State of
Delaware, as shall from time to time be fixed by the Board and no notice thereof
shall be necessary.
Section 2.09. Special Meetings. Special meetings may be called
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at any time by the Chairman, or by any two members of the Board of Directors.
Special meetings shall be held at such place, within or without the State of
Delaware, as shall be fixed by the person or persons calling the meeting and
stated in the notice or waiver of notice of the meeting.
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Special meetings of the Board of Directors shall be held upon
notice to the directors or waiver thereof.
Unless waived, notice of each special meeting of the
directors, stating the time and place of the meeting, shall be given to each
director by delivered letter, by telegram or by personal communication either
over the telephone or otherwise, in each such case not later than the second day
prior to the meeting, or by mailed letter deposited in the United States mail
with postage thereon prepaid not later than the seventh day prior to the
meeting. Notices of special meetings of the Board of Directors and waivers
thereof need not state the purpose or purposes of the meeting.
Section 2.10. Action Without a Meeting. Any action required or
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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 or
committee, as the case may be, consent thereto in a writing or writings and the
writing or writings are filed with the minutes of proceedings of the Board or
committee.
Section 2.11. Compensation. Directors shall receive such fixed
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sums and expenses of attendance for attendance at each meeting of the Board or
of any committee and/or such salary as may be determined from time to time by
the Board of Directors; provided that nothing herein contained shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.
Section 2.12. Executive Committee. The Board of Directors may
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not, by resolution or otherwise, permit the formation of an Executive Committee.
ARTICLE III.
Officers
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Section 3.01. Number. The officers of the Corporation shall be
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chosen by the Board of Directors. The officers shall be a Chairman, a
Vice-Chairman, a President, a Secretary and a Treasurer, and such number of
Vice-Presidents, Assistant Secretaries and Assistant Treasurers, and such other
officers, if any, as the Board may from time to time determine. The Board may
choose such other agents as it shall deem necessary. Any number of offices may
be held by the same person.
Section 3.02. Terms of Office. Each officer shall hold his
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office until his successor is chosen and qualified or until his earlier
resignation or removal. Any officer may resign at any time upon written notice
to the Corporation.
Section 3.03. Removal. Any officer may be removed from office
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at any time by the Board of Directors with or without cause.
Section 3.04. Authority. The Secretary shall record all of the
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proceedings of the meetings of the stockholders and directors in a book to be
kept for that purpose, and shall have the authority, perform the duties and
exercise the powers in the management of the Corporation usually incident to the
office held by him, and/or such other authority, duties and powers as may
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be assigned to him from time to time by the Board of Directors, the Chairman,
the Vice-Chairman or the President. The other officers, and agents, if any,
shall have the authority, perform the duties and exercise the powers in the
management of the Corporation usually incident to the offices held by them,
respectively, and/or such other authority, duties and powers as may be assigned
to them from time to time by the Board of Directors or (except in the case of
the Chairman, the Vice-Chairman or the President, as appropriate) by the
Chairman, the Vice-Chairman or the President.
Section 3.05. Voting Securities Owned by the Corporation.
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Powers of attorney, proxies, waivers of notice of meeting, consents and other
instruments relating to securities owned by the Corporation may be executed in
the name of and on behalf of the Corporation by the Chairman, the Vice-Chairman,
the President or any Vice-President and any such officer may, in the name of and
on behalf of the Corporation, take all such action as any such officer may deem
advisable to vote in person or by proxy at any meeting of security holders of
any corporation in which the Corporation may own securities and at any such
meeting shall possess and may exercise any and all rights and powers incident to
the ownership of such securities and which, as the owner thereof, the
Corporation might have exercised and possessed if present. The Board of
Directors may, by resolution, from time to time confer like powers upon any
other person or persons.
ARTICLE IV.
Capital Stock
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Section 4.01. Stock Certificates. Every holder of stock in the
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Corporation shall be entitled to have a certificate signed by, or in the name of
the Corporation by, the Chairman or Vice-Chairman of the Board of Directors, or
the President or a Vice-President, and by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary, of the Corporation,
certifying the number of shares owned by him in the Corporation. Where such
certificate is signed (1) by a transfer agent other than the Corporation or its
employee, or (2) by a registrar other than the Corporation or its employee, the
signatures of the officers of the Corporation may be facsimiles. In case any
officer who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer at the date of issue.
Section 4.02. Transfers. Stock of the Corporation shall be
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transferable in the manner prescribed by the laws of the State of Delaware.
Section 4.03. Registered Holders. Prior to due presentment for
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registration of transfer of any security of the Corporation in registered form,
the Corporation shall treat the registered owner as the person exclusively
entitled to vote, to receive notifications and to otherwise exercise all the
rights and powers of an owner, and shall not be bound to recognize any equitable
or other claim to, or interest in, any security, whether or not the Corporation
shall have notice thereof, except as otherwise provided by the laws of the State
of Delaware.
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Section 4.04. New Certificates. The Corporation shall issue a
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new certificate of stock in the place of any certificate theretofore issued by
it, alleged to have been lost, stolen or destroyed, if the owner: (1) so
requests before the Corporation has notice that the shares of stock represented
by that certificate have been acquired by a bona fide purchaser; (2) files with
the Corporation a bond sufficient (in the judgment of the directors) or with
respect to institutional investors an agreement, to indemnify the Corporation
against any claim that may be made against it on account of the alleged loss or
theft of that certificate or the issuance of a new certificate; and (3)
satisfies any other requirements imposed by the directors that are reasonable
under the circumstances. A new certificate may be issued without requiring any
bond when, in the judgment of the directors, it is proper so to do.
ARTICLE V.
Indemnification
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Section 5.01. Corporation shall indemnify its officers,
directors, employees and agents to the fullest extent permitted by the General
Corporation Law of Delaware and Article SIXTH of the Certificate of
Incorporation of the Corporation.
ARTICLE VI.
Miscellaneous
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Section 6.01. Offices. The registered office of the
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Corporation in the State of Delaware shall be at Corporation Trust Center, 1209
Orange Street, Wilmington, Delaware 19801. The Corporation may also have offices
at other places within and/or without the State of Delaware.
Section 6.02. Seal. The corporate seal shall have inscribed
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thereon the name of the Corporation, the year of its incorporation and the words
"Corporate Seal Delaware."
Section 6.03. Checks. All checks or demands for money shall be
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signed by such person or persons as the Board of Directors may from time to time
determine.
Section 6.04. Fiscal Year. The fiscal year shall begin the
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first day after the last Saturday in March and shall end on the last Saturday in
March.
Section 6.05. Waivers of Notice; Dispensing with Notice.
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Whenever any notice whatever is required to be given under the provisions of the
General Corporation Law of the State of Delaware, of the Certificate of
Incorporation of the Corporation, 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. Neither
the business to be transacted at, nor the purpose of, any regular or special
meeting of the stockholders need be specified in any written waiver of notice.
Attendance of a person at a meeting of stockholders shall
constitute a waiver of notice of such meeting, except when the stockholder
attends a meeting for the express purpose of
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objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened.
Whenever any notice whatever is required to be given under the
provisions of the General Corporation Law of the State of Delaware, of the
Certificate of Incorporation of the Corporation, or of these By-Laws, to any
person with whom communication is made unlawful by any law of the United States
of America, or by any rule, regulation, proclamation or executive order issued
under any such law, then the giving of such notice to such person shall not be
required and there shall be no duty to apply to any governmental authority or
agency for a license or permit to give such notice to such person; and any
action or meeting which shall be taken or held without notice to any such person
or without giving or without applying for a license or permit to give any such
notice to any such person with whom communication is made unlawful as aforesaid,
shall have the same force and effect as if such notice had been given as
provided under the provisions of the General Corporation Law of the State of
Delaware, or under the provisions of the Certificate of Incorporation of the
Corporation or of these By-Laws. In the event that the action taken by the
Corporation is such as to require the filing of a certificate under any of the
other sections of this title, the certificate shall state, if such is the fact
and if notice is required, that notice was given to all persons entitled to
receive notice except such persons with whom communication is unlawful.
Section 6.06. Loans to and Guarantees of Obligations of
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Employees and Officers. The Corporation may lend money to or guaranty any
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obligation of, or otherwise assist any officer or other employee of the
Corporation or of a subsidiary, including any officer or employee who is a
director of the Corporation or a subsidiary, whenever, in the judgment of the
Board of Directors, such loan, guaranty or assistance may reasonably be expected
to benefit the Corporation. The loan, guaranty or other assistance may be with
or without interest, and may be unsecured, or secured in such manner as the
Board of Directors shall approve, including, without limitation, a pledge of
shares of stock of the Corporation. Nothing in this Section contained shall be
deemed to deny, limit or restrict the powers of guaranty or warranty of the
Corporation at common law or under any other statute.
Section 6.07. Amendment of By-Laws. These By-Laws may be
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altered, amended or repealed at any meeting of the Board of Directors.
Section 6.08. Section Headings and Statutory References. The
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headings of the Articles and Sections of these By-Laws, and the references in
brackets to relevant sections of the General Corporation Law of the State of
Delaware, have been inserted for convenience of reference only and shall not be
deemed to be a part of these By-Laws.
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