EXHIBIT 3.4
BY-LAWS
OF
CARSON PRODUCTS COMPANY
Adopted: August 23, 1995
TABLE OF CONTENTS
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Page
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ARTICLE I Stockholders............................................... 7
Sec. 1.1 Annual Meeting............................................. 7
Sec. 1.2 Special Meetings........................................... 7
Sec. 1.3 Notice of Meetings......................................... 8
Sec. 1.4 Quorum..................................................... 9
Sec. 1.5 Voting..................................................... 9
Sec. 1.6 Presiding Officer and Secretary............................ 10
Sec. 1.7 Proxies.................................................... 10
Sec. 1.8 List of Stockholders....................................... 11
Sec. 1.9 Written Consent of Stockholders in
Lieu of Meeting............................................ 11
ARTICLE II Directors.................................................. 12
Sec. 2.1 Number of Directors........................................ 13
Sec. 2.2 Election and Term of Directors............................. 13
Sec. 2.3 Vacancies and Newly Created Directorships.................. 13
Sec. 2.4 Resignation................................................ 14
Sec. 2.5 Removal.................................................... 14
Sec. 2.6 Meetings................................................... 14
Sec. 2.7 Quorum and Voting.......................................... 16
Sec. 2.8 Written Consent of Directors in Lieu
of a Meeting............................................. 16
Sec. 2.9 Compensation............................................... 16
Sec. 2.10 Contracts and Transactions Involving
Directors................................................ 17
ARTICLE III Committees of the Board of Directors....................... 18
Sec. 3.1 Appointment and Powers..................................... 18
ARTICLE IV Officers, Agents and Employees............................. 19
Sec. 4.1 Appointment and Term of Office............................. 19
Sec. 4.2 Resignation and Removal.................................... 20
Sec. 4.3 Compensation and Bond...................................... 21
Sec. 4.4 Chairman of the Board...................................... 21
Sec. 4.5 President.................................................. 21
Sec. 4.6 Vice Presidents............................................ 22
Sec. 4.7 Treasurer.................................................. 22
Sec. 4.8 Secretary.................................................. 23
Sec. 4.9 Assistant Treasurers....................................... 23
Sec. 4.10 Assistant Secretaries...................................... 24
Sec. 4.11 Delegation of Duties....................................... 24
Sec. 4.12 Loans to Officers and Employees; Guaranty
of Obligations of Officers and Employees................. 24
ARTICLE V Indemnification............................................ 25
Sec. 5.1 Indemnification of Directors, Officers,
Employees and Agents....................................... 25
ARTICLE VI Common Stock............................................... 26
Sec. 6.1 Certificates............................................... 26
Sec. 6.2 Transfers of Stock......................................... 27
Sec. 6.3 Lost, Stolen or Destroyed Certificates..................... 28
Sec. 6.4 Stockholder Record Date.................................... 28
ARTICLE VII Seal....................................................... 30
Sec. 7.1 Seal....................................................... 30
ARTICLE VIII Waiver of Notice........................................... 30
Sec. 8.1 Waiver of Notice........................................... 30
ARTICLE IX Checks, Notes, Drafts. Etc................................. 31
Sec. 9.1 Checks, Notes, Drafts, Etc................................. 31
ARTICLE X Amendments................................................. 31
Sec. 10.1 Amendments................................................. 31
ARTICLE XI Emergency By-Laws.......................................... 31
Sec. 11.1 Emergency By-Laws.......................................... 32
BY-LAWS
OF
CARSON PRODUCTS COMPANY
ARTICLE I
Stockholders
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Section 1.1 Annual Meeting. Except as otherwise provided in Section
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1.9 of these By-Laws, an annual meeting of stockholders of the Corporation for
the election of directors and for the transaction of any other proper business
shall be held at such time and date in each year as the Board of Directors, the
Chairman or the President may from time to time determine. The annual meeting
in each year shall be held at such place within or without the State of Delaware
as may be fixed by the Board of Directors.
Section 1.2 Special Meetings. A special meeting of the holders of
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stock of the Corporation entitled to vote on any business to be considered at
any such meeting may be called by the Chairman of the Board, if any, or the
President or any Vice President, and shall be called by the Chairman of the
Board, if any, or the President or the Secretary when directed to do so by
resolution of the Board of Directors or at the written request of directors
representing a majority of the whole Board of Directors. Any such request shall
state the purpose or purposes of the proposed meeting.
Section 1.3 Notice of Meetings. Whenever stockholders are required
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or permitted to take any action at a meeting, unless notice is waived in writing
by all stockholders entitled to vote
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at the meeting, a written notice of the meeting shall be given 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.
Unless otherwise provided by law, and except as to any stockholder
duly waiving notice, 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, notice
shall be deemed given when deposited in the mail, postage prepaid, directed to
the stockholder at his or her 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, however, 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 1.4 Quorum. Except as otherwise provided by law or by the
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Certificate of Incorporation or by these By-Laws in respect of the vote required
for a specified action, at any meeting of stockholders the holders of a majority
of the
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outstanding stock entitled to vote thereat, either present or represented by
proxy, shall constitute a quorum for the transaction of any business, but the
stockholders present, although less than a quorum, may adjourn the meeting to
another time or place and, except as provided in the last paragraph of Section
1.3 of these By-Laws, notice need not be given of the adjourned meeting.
Section 1.5 Voting. Whenever directors are to be elected at a
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meeting, they shall be elected by a plurality of the votes cast at the meeting
by the holders of stock entitled to vote. Whenever any corporate action, other
than the election of directors, is to be taken by vote of stockholders at a
meeting, it shall, except as otherwise required by law or by the Certificate of
Incorporation or by these By-Laws, be authorized by a majority of the votes cast
at the meeting by the holders of stock entitled to vote thereon.
Except as otherwise provided by law, or by the Certificate of
Incorporation, each holder of record of stock of the Corporation entitled to
vote on any matter at any meeting of stockholders shall be entitled to one vote
for each share of such stock standing in the name of such holder on the stock
ledger of the Corporation on the record date for the determination of the
stockholders entitled to vote at the meeting.
Upon the demand of any stockholder entitled to vote, the vote for
directors or the vote on any other matter at a meeting shall be by written
ballot, but otherwise the method of
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voting and the manner in which votes are counted shall be discretionary with the
presiding officer at the meeting.
Section 1.6 Presiding Officer and Secretary. At every meeting of
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stockholders the Chairman of the Board, or in his or her absence (or if there be
none) the President, or in his or her absence a Vice President, or, if none be
present, the appointee of the meeting, shall preside. The Secretary, or in his
or her absence an Assistant Secretary, or if none be present, the appointee of
the presiding officer of the meeting, shall act as secretary of the meeting.
Section 1.7 Proxies. Each stockholder entitled to vote at a meeting
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of stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him or her
by proxy, but no such proxy shall be voted or acted upon after three years from
its date, unless the proxy provides for a longer period. Every proxy shall be
signed by the stockholder or by his duly authorized attorney.
Section 1.8 List of Stockholders. The officer who has charge of the
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stock ledger of the Corporation shall prepare and make, at least ten days before
every meeting of 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
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examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior to the meeting,
either at a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held. The list shall also be produced and kept
at the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.
The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by this
Section or the books of the Corporation, or to vote in person or by proxy at any
meeting of stockholders.
Section 1.9 Written Consent of Stockholders in Lieu of Meeting. Any
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action required by statute to be taken at any annual or special meeting of
stockholders of the Corporation, or any action which may be taken at any annual
or special meeting of the stockholders, may be taken without a meeting, without
prior notice and without a vote, if a consent in writing, setting forth the
action so taken, shall be signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted. Prompt written notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not
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consented in writing. Any such written consent may be given by one or any number
of substantially concurrent written instruments of substantially similar tenor
signed by such stockholders, in person or by attorney or proxy duly appointed in
writing, and filed with the Secretary or an Assistant Secretary of the
Corporation. Any such written consent shall be effective as of the effective
date thereof as specified therein, provided that such date is not more than
sixty days prior to the date such written consent is filed as aforesaid, or, if
no such date is so specified, on the date such written consent is filed as
aforesaid.
ARTICLE II
Directors
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Section 2.1 Number of Directors. The Board of Directors shall
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consist of three directors until changed as provided in this Section. The
number of directors may be changed at any time and from time to time by vote at
a meeting or by written consent of the holders of stock entitled to vote on the
election of directors, or by a resolution of the Board of Directors passed by a
majority of the whole Board of Directors, except that no decrease shall shorten
the term of any incumbent director unless such director is specifically removed
pursuant to Section 2.5 of these By-Laws at the time of such decrease.
Section 2.2 Election and Term of Directors. Directors shall be
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elected annually, by election at the annual meeting of
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stockholders or by written consent of the holders of stock entitled to vote
thereon in lieu of such meeting. If the annual election of directors is not held
on the date designated therefor, the directors shall cause such election to be
held as soon thereafter as convenient. Each director shall hold office from the
time of his or her election and qualification until his successor is elected and
qualified or until his or her earlier resignation, or removal.
Section 2.3 Vacancies and Newly Created Directorships. Vacancies and
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newly created directorships resulting from any increase in the authorized number
of directors may be filled by election at a meeting of stockholders or by
written consent of the holders of stock entitled to vote thereon in lieu of a
meeting. Except as otherwise provided by law, vacancies and such newly created
directorships may also be filled by a majority of the directors then in office,
although less than a quorum, or by a sole remaining director.
Section 2.4 Resignation. Any director may resign at any time upon
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written notice to the Corporation. Any such resignation shall take effect at
the time specified therein or, if the time be not specified, upon receipt
thereof, and the acceptance of such resignation, unless required by the terms
thereof, shall not be necessary to make such resignation effective.
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Section 2.5 Removal. Any or all of the directors may be removed at
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any time, with or without cause, by vote at a meeting or by written consent of
the holders of stock entitled to vote on the election of directors.
Section 2.6 Meetings. Meetings of the Board of Directors, regular or
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special, may be held at any place within or without the State of Delaware.
Members of the Board of Directors, or of any committee designated by the Board,
may participate in a meeting of such Board or 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 participation in a meeting
by such means shall constitute presence in person at such meeting. An annual
meeting of the Board of Directors shall be held after each annual election of
directors. If such election occurs at an annual meeting of stockholders, the
annual meeting of the Board of Directors shall be held at the same place and
immediately following such meeting of stockholders, and no notice thereof need
be given. If an annual election of directors occurs by written consent in lieu
of the annual meeting of stockholders, the annual meeting of the Board of
Directors shall take place as soon after such written consent is duly filed with
the Corporation as is practicable, either at the next regular meeting of the
Board of Directors or at a special meeting. The Board of Directors may fix
times and places for regular meetings of the Board and no notice of such
meetings need be given. A special meeting of the Board of
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Directors shall be held whenever called by the Chairman of the Board, if any, or
by the President or by at least one-third of the directors for the time being in
office, at such time and place as shall be specified in the notice or waiver
thereof. Notice of each special meeting shall be given by the Secretary or by a
person calling the meeting to each director by mailing the same, postage
prepaid, not later than the second day before the meeting, or personally or by
telegraphing or telephoning the same not later than the day before the meeting.
Section 2.7 Quorum and Voting. A majority of the total number of
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directors shall constitute a quorum for the transaction of business, but, if
there be less than a quorum at any meeting of the Board of Directors, a majority
of the directors present may adjourn the meeting from time to time, and no
further notice thereof need be given other than announcement at the meeting
which shall be so adjourned. Except as otherwise provided by law, by the
Certificate of Incorporation, or by these By-Laws, the vote of a majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors.
Section 2.8 Written Consent of Directors in Lieu of a Meeting. Any
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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 or of such committee, as the case may be, consent thereto
in writing, and
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the writing or writings are filed with the minutes of proceedings of the Board
or committee.
Section 2.9 Compensation. Directors may receive compensation for
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services to the Corporation in their capacities as directors or otherwise in
such manner and in such amounts as may be fixed from time to time by the Board
of Directors.
Section 2.10 Contracts and Transactions Involving Directors. No
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contract or transaction between the Corporation and one or more of its directors
or officers, or between the Corporation and any other corporation, partnership,
association, or other organization in which one or more of its directors or
officers are directors or officers, or have a financial interest, shall be void
or voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the Board of Directors or committee
thereof which authorizes the contract or transaction, or solely because his, her
or their votes are counted for such purpose, if: (1) the material facts as to
his or her relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of Directors or the committee, and the Board
or committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or (2) the material facts as to
his or her relationship or interest and as to the contract or transaction are
disclosed or are known
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to the stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders; or (3) the
contract or transaction is fair as to the Corporation as of the time it is
authorized, approved or ratified, by the Board of Directors, a committee
thereof, or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction.
ARTICLE III
Committees of the Board of Directors
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Section 3.1 Appointment and Powers. The Board of Directors may from
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time to time, by resolution passed by majority of the whole Board, designate one
or more committees, each committee to consist of one or more directors of the
Corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. The resolution of the Board of
Directors may, in addition or alternatively, provide that in the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he, she
or they constitute a quorum, may unanimously appoint another member of the Board
of Directors to act at the meeting in the place of any such absent or
disqualified member. Any such committee, to the extent provided in the
resolution of the Board
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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, except as otherwise provided by law. Unless the
resolution of the Board of Directors expressly so provides, no such committee
shall have the power or authority to declare a dividend or to authorize the
issuance of stock. Any such committee may adopt rules governing the method of
calling and time and place of holding its meetings. Unless otherwise provided by
the Board of Directors, a majority of any such committee (or the member thereof,
if only one) shall constitute a quorum for the transaction of business, and the
vote of a majority of the members of such committee present at a meeting at
which a quorum is present shall be the act of such committee. Each such
committee shall keep a record of its acts and proceedings and shall report
thereon to the Board of Directors whenever requested so to do. Any or all
members of any such committee may be removed, with or without cause, by
resolution of the Board of Directors, passed by a majority of the whole Board.
ARTICLE IV
Officers, Agents and Employees
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Section 4.1 Appointment and Term of Office. The officers of the
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Corporation may include a President, a Secretary and a Treasurer, and may also
include a Chairman of the Board, one or more Vice Presidents, one or more
Assistant Secretaries
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and one or more Assistant Treasurers. All such officers shall be appointed by
the Board of Directors or by a duly authorized committee thereof. Any number of
such offices may be held by the same person, but no officer shall execute,
acknowledge or verify any instrument in more than one capacity. Except as may be
prescribed otherwise by the Board of Directors or a committee thereof in a
particular case, all such officers shall hold their offices at the pleasure of
the Board for an unlimited term and need not be reappointed annually or at any
other periodic interval. The Board of Directors may appoint, and may delegate
power to appoint, such other officers, agents and employees as it may deem
necessary or proper, who shall hold their offices or positions for such terms,
have such authority and perform such duties as may from time to time be
determined by or pursuant to authorization of the Board of Directors.
Section 4.2 Resignation and Removal. Any officer may resign at any
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time upon written notice to the Corporation. Any officer, agent or employee of
the Corporation may be removed by the Board of Directors, or by a duly
authorized committee thereof, with or without cause at any time. The Board of
Directors or such a committee thereof may delegate such power of removal as to
officers, agents and employees not appointed by the Board of Directors or such a
committee. Such removal shall be without prejudice to a person's contract
rights, if any, but the appointment of any person as an officer, agent or
employee of the Corporation shall not of itself create contract rights.
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Section 4.3 Compensation and Bond. The compensation of the officers
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of the Corporation shall be fixed by the Board of Directors, but this power may
be delegated to any officer in respect of other officers under his or her
control. The Corporation may secure the fidelity of any or all of its officers,
agents or employees by bond or otherwise.
Section 4.4 Chairman of the Board. The Chairman of the Board, if
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there be one, shall preside at all meetings of stockholders and of the Board of
Directors, and shall have such other powers and duties as may be delegated to
him or her by the Board of Directors.
Section 4.5 President. The President shall be the chief executive
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officer of the Corporation. In the absence of the Chairman of the Board (or if
there be none), he or she shall preside at all meetings of the stockholders and
of the Board of Directors. He or she shall have general charge of the business
affairs of the Corporation. He or she may employ and discharge employees and
agents of the Corporation, except such as shall be appointed by the Board of
Directors, and he or she may delegate these powers. The President may vote the
stock or other securities of any other domestic or foreign corporation of any
type or kind which may at any time be owned by the Corporation, may execute any
stockholders' or other consents in respect thereof and may in his or her
discretion delegate such powers by executing proxies, or otherwise, on behalf of
the Corporation.
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The Board of Directors by resolution from time to time may confer like powers
upon any other person or persons.
Section 4.6 Vice Presidents. Each Vice President shall have such
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powers and perform such duties as the Board of Directors or the President may
from time to time prescribe. In the absence or inability to act of the
President, unless the Board of Directors shall otherwise provide, the Vice
President who has served in that capacity for the longest time and who shall be
present and able to act, shall perform all the duties and may exercise any of
the powers of the President. The performance of any duty by a Vice President
shall, in respect of any other person dealing with the Corporation, be
conclusive evidence of his or her power to act.
Section 4.7 Treasurer. The Treasurer shall have charge of all funds
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and securities of the Corporation, shall endorse the same for deposit or
collection when necessary and deposit the same to the credit of the Corporation
in such banks or depositaries as the Board of Directors may authorize. He or she
may endorse all commercial documents requiring endorsements for or on behalf of
the Corporation and may sign all receipts and vouchers for payments made to the
Corporation. He or she shall have all such further powers and duties as
generally are incident to the position of Treasurer or as may be assigned to him
or her by the President or the Board of Directors.
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Section 4.8 Secretary. The Secretary shall record all 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 also record therein all action taken by written
consent of the stockholders or directors in lieu of a meeting. He or she shall
attend to the giving and serving of all notices of the Corporation. He or she
shall have custody of the seal of the Corporation and shall attest the same by
his or her signature whenever required. He or she shall have charge of the
stock ledger and such other books and papers as the Board of Directors may
direct, but he or she may delegate responsibility for maintaining the stock
ledger to any transfer agent appointed by the Board of Directors. He or she
shall have all such further powers and duties as generally are incident to the
position of Secretary or as may be assigned to him or her by the President or
the Board of Directors.
Section 4.9 Assistant Treasurers. In the absence or inability to act
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of the Treasurer, any Assistant Treasurer may perform all the duties and
exercise all the powers of the Treasurer. The performance of any such duty
shall, in respect of any other person dealing with the Corporation, be
conclusive evidence of his or her power to act. An Assistant Treasurer shall
also perform such other duties as the Treasurer or the Board of Directors may
assign to him or her.
Section 4.10 Assistant Secretaries. In the absence or inability to
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act of the Secretary, any Assistant Secretary may
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perform all the duties and exercise all the powers of the Secretary. The
performance of any such duty shall, in respect of any other person dealing with
the Corporation, be conclusive evidence of his or her power to act. An Assistant
Secretary shall also perform such other duties as the Secretary or the Board of
Directors may assign to him or her.
Section 4.11 Delegation of Duties. In case of the absence of any
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officer of the Corporation, or for any other reason that the Board of Directors
may deem sufficient, the Board of Directors may confer for the time being the
powers or duties, or any of them, of such officer upon any other officer or upon
any director.
Section 4.12 Loans to Officers and Employees; Guaranty of Obligations
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of Officers and Employees. The Corporation may lend money to, or guarantee any
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obligation of, or otherwise assist any officer or other employee of the
Corporation or any subsidiary, including any officer or employee who is a
director of the Corporation or any subsidiary, whenever, in the judgment of the
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.
ARTICLE V
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Indemnification
---------------
Section 5.1 Indemnification of Directors, Officers, Employees and
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Agents. Any person who was or is a party or is threatened to be made a party to
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any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (including any 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 or she 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, shall be indemnified by the Corporation, if,
as and to the extent authorized by applicable law, against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with the defense or settlement
of such action, suit or proceeding. Expenses incurred by an officer or director
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 upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation as authorized by statute. Such
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.
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The indemnification and advancement of expenses provided by, or granted pursuant
to, this By-law or statute in a specific case shall not be deemed exclusive of
any other rights to which any person seeking indemnification or advancement of
expenses may be entitled under any lawful agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office, 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 heirs, executors and
administrators of such a Person.
ARTICLE VI
Common Stock
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Section 6.1 Certificates. Certificates for stock of the Corporation
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shall be in such form as shall be approved by the Board of Directors and shall
be signed in the name of the Corporation by the Chairman or a Vice Chairman of
the Board, if any, or the President or a Vice President, and by the Treasurer or
an Assistant Treasurer, or the Secretary or an Assistant Secretary. Such
certificates may be sealed with the seal of the Corporation or a facsimile
thereof. Any of or all the signatures on a certificate may be a facsimile. In
case any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, it may
be issued by the Corporation with
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the same effect as if he or she were such officer, transfer agent or registrar
at the date of issue.
Section 6.2 Transfers of Stock. Transfers of stock shall be made
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only upon the books of the Corporation by the holder, in person or by duly
authorized attorney, and on the surrender of the certificate or certificates for
such stock properly endorsed. The Board of Directors shall have the power to
make all such rules and regulations, not inconsistent with the Certificate of
Incorporation and these By-Laws and the law, as the Board of Directors may deem
appropriate concerning the issue, transfer and registration of certificates for
stock of the Corporation. The Board may appoint one or more transfer agents or
registrars of transfers, or both, and may require all stock certificates to bear
the signature of either or both.
Section 6.3 Lost, Stolen or Destroyed Certificates. The Corporation
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may issue a new stock certificate in the place of any certificate theretofore
issued by it, alleged to have been lost, stolen or destroyed, and the
Corporation may require the owner of the lost, stolen or destroyed certificate
or his or her legal representative to give the Corporation a bond sufficient to
indemnify it against any claim that may be made against it on account of the
alleged loss, theft or destruction of any such certificate or the issuance of
any such new certificate. The Board of Directors may require such owner to
satisfy other reasonable requirements.
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Section 6.4 Stockholder Record Date. In order that the Corporation
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may determine the stockholders entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock,
or for the purpose of any other lawful action, the Board of Directors may fix,
in advance, a record date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days prior to any
other action. Only such stockholders as shall be stockholders of record on the
date so fixed shall be entitled to notice of, and to vote at, such meeting and
any adjournment thereof, or to give such consent, or to receive payment of such
dividend or other distribution, or to exercise such rights in respect of any
such change, conversion or exchange of stock, or to participate in such action,
as the case may be, notwithstanding any transfer of any stock on the books of
the Corporation after any record date so fixed. If no record date is fixed by
the Board of Directors, (l) the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the date on which notice is given,
or, if notice is waived by all stockholders entitled to vote at the meeting, at
the close of business on the day next preceding the day on which the meeting is
held, (2) the
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record date for determining stockholders entitled to express consent to
corporate action in writing without a meeting, when no prior action by the Board
of Directors is necessary, shall be at the close of business on the day on which
the first written consent is expressed by the filing thereof with the
Corporation as provided in Section 1.9 of these By-Laws, and (3) the record date
for determining stockholders for any other purpose shall be at the close of
business on the day on which the.Board of Directors adopts the resolution
relating thereto.
A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.
ARTICLE VII
Seal
----
Section 7.1 Seal. The seal of the Corporation shall be circular in
----------- ----
form and shall bear, in addition to any other emblem or device approved by the
Board of Directors, the name of the Corporation,-the year of its incorporation
and the words "Corporate Seal" and "Delaware". The seal may be used by causing
it or a facsimile thereof to be impressed or affixed or in any other manner
reproduced.
ARTICLE VIII
Waiver of Notice
----------------
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Section 8.1 Waiver of Notice. Whenever notice is required to be
----------- ----------------
given by statute, or under any provision of the Certificate of Incorporation or
these By-Laws, a written waiver thereof, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. In the case of a stockholder, such waiver of notice may be
signed by such stockholder's attorney or proxy duly appointed in writing.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting, except when the person attends a meeting for the express purpose of
objecting at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
stockholders, directors or members of a committee of directors need be specified
in any written waiver of notice.
ARTICLE IX
Checks, Notes, Drafts. Etc.
---------------------------
Section 9.1 Checks, Notes, Drafts, Etc. Checks, notes, drafts,
----------- ---------------------------
acceptances, bills of exchange and other orders or obligations for the payment
of money shall be signed by such officer or officers or person or persons as the
Board of Directors or a duly authorized committee thereof may from time to time
designate.
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ARTICLE X
Amendments
----------
Section 10.1 Amendments. These By-Laws or any of them may be altered
------------ ----------
or repealed, and new By-Laws may be adopted, by the stockholders by vote at a
meeting or by written consent without a meeting. The Board of Directors shall
also have power, by a majority vote of the whole Board of Directors, to alter or
repeal any of these By-Laws, and to adopt new By-Laws.
ARTICLE XI
Emergency By-Laws
-----------------
Section 11.1 Emergency By-Laws. The Emergency By-Laws provided in
------------ -----------------
this Section 11.1 shall be operative during any emergency in the conduct of the
business of the corporation resulting from an attack on the United States or on
a locality in which the corporation conducts its business or customarily holds
meetings of its Board of Directors or its stockholders, or during any nuclear or
atomic disaster, or during the existence of any catastrophe, or other similar
emergency condition, as a result of which a quorum of the Board of Directors or
a standing committee thereof cannot readily be convened for action
notwithstanding any different provision in the preceding By-Laws or in the
Certificate of Incorporation or in the law. To the extent not inconsistent with
the provisions of this Section, the By-Laws of the Corporation shall remain in
effect during any emergency and upon its termination the Emergency By-Laws shall
cease to be operative. Any amendments of these Emergency By-Laws may make
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any further or different provision that may be practical and necessary for the
circumstances of the emergency.
During any such emergency: (A) A meeting of the Board of Directors or
a committee thereof may be called by any officer or director of the Corporation.
Notice of the time and place of the meeting shall be given by the person calling
the meeting to such of the directors as it may be feasible to reach by any
available means of communication. Such notice shall be given at such time in
advance of the meeting as circumstances permit in the judgment of the person
calling the meeting; (B) The director or directors in attendance at the meeting
shall constitute a quorum; (C) The officers or other persons designated on a
list approved by the Board of Directors before the emergency, all in such order
of priority and subject to such conditions and for such period of time (not
longer than reasonably necessary after the termination of the emergency) as may
be provided in the resolution approving the list, shall, to the extent required
to provide a quorum at any meeting of the Board of Directors, be deemed
directors for such meeting; (D) The Board of Directors, either before or during
any such emergency, may provide, and from time to time modify, lines of
succession in the event that during such emergency any or all officers or agents
of the corporation shall for any reason be rendered incapable of discharging
their duties; (E) The Board of Directors, either before or during any such
emergency, may, effective in the emergency, change the head office or designate
several alternative head offices or regional
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offices, or authorize the officers so to do; and (F) To the extent required to
constitute a quorum at any meeting of the Board of Directors during such an
emergency, the officers of the corporation who are present shall be deemed, in
order of rank and within the same rank in order of seniority, directors for such
meeting.
No officer, director or employee acting in accordance with any
Emergency By-Laws shall be liable except for willful misconduct.
These Emergency By-Laws shall be subject to repeal or change by
further action of the Board of Directors or by action of the stockholders.