EXHIBIT 3.14
BY-LAWS
OF
MARSAM PHARMACEUTICALS INC.
(A DELAWARE CORPORATION)
ARTICLE I
Stockholders
Section 1. Place of Meetings. Meetings of stockholders shall be held at such
place, either within or without the State of Delaware, as shall be designated
from time to time by the Board of Directors.
Section 2. Annual Meetings. Annual meetings of stockholders shall be held on
such date during the month of May of each year and at such time as shall be
designated from time to time by the Board of Directors. At each annual meeting
the stockholders shall elect a Board of Directors by plurality vote and
transact such other business as may be properly brought before the meeting.
Section 3. Special Meetings. Except as otherwise required by law, special
meetings of the stockholders may be called only by the Board of Directors.
Section 4. Notice of Meetings. Written notice of each meeting of the
stockholders stating the place, date and hour of the meeting shall be given by
or at the direction of the Board of
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Directors to each stockholder entitled to vote at the meeting at least ten, but
not more than sixty, days prior to the meeting. Notice of any special meeting
shall state in general terms the purpose or purposes for which the meeting is
called and no other business shall be transacted thereat except as stated in
such notice.
Section 5. Quorum; Adjournments of Meetings. The holders of a majority of the
issued and outstanding shares of the capital stock of the corporation entitled
to vote at a meeting, present in person or represented by proxy, shall
constitute a quorum for the transaction of business at such meeting; but, if
there be less than a quorum, the holders of a majority of the stock so present
or represented may adjourn the meeting to another time or place, from time to
time, until a quorum shall be present, whereupon the meeting may be held, as
adjourned, without further notice, except as required by law, and any business
may be transacted thereat which might have been transacted at the meeting as
originally called.
Section 6. Voting. At any meeting of the stockholders every registered owner
of shares entitled to vote may vote in person or by proxy and, except as
otherwise provided by statute, in the Certificate of Incorporation or these By-
Laws, shall have one vote for each such share standing in his name on the books
of the Corporation. Except as otherwise required by statute, the
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Certificate of Incorporation or these By-Laws, all matters, other than the
election of directors, brought before any meeting of the stockholders shall be
decided by a vote of a majority in interest of the stockholders of the
Corporation present in person or by proxy at such meeting and voting thereon,
a quorum being present.
Section 7. Inspectors of Election. The Board of Directors, or, if the Board
shall not have made the appointment, the chairman presiding at any meeting of
stockholders, shall have power to appoint one or more persons to act as
inspectors of election at the meeting or any adjournment thereof, but no
candidate for the office of director shall be appointed as an inspector at any
meeting for the election of directors.
Section 8. Chairman of Meetings. The Chairman of the Board or, in his
absence, the President shall preside at all meetings of the stockholders. In
the absence of both the Chairman of the Board and the President, a majority of
the members of the Board of Directors present in person at such meeting may
appoint any other officer or director to act as Chairman of the meeting.
Section 9. Secretary of Meetings. The Secretary of the Corporation shall act
as secretary of all meetings of the stockholders. In the absence of the
Secretary, the chairman of the meeting shall appoint any other person to act
as secretary of the meeting.
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ARTICLE II
Board of Directors
Section 1. General Powers. Except as otherwise provided in the Certificate
of Incorporation or these By-Laws, the affairs, business and property of the
Corporation shall be managed and controlled by the Board of Directors. The
Board may exercise all such authority and powers of the Corporation and do all
such lawful acts and things as are not by statute or the Certificate of
Incorporation directed or required to be exercised or done by the
stockholders.
Section 2. Number of Directors. The number of directors of the Corporation
(exclusive of directors to be elected by the holders of any one or more
classes or series of Preferred Stock of the Corporation or any other class or
series of stock of the Corporation which may at some time be outstanding,
voting separately or as a class or classes) shall not be less than three nor
more than fifteen, and may be changed from time to time by action of not less
than a majority of the members of the Board then in office. Whenever the words
"whole Board", "entire Board" or "total number of directors" are used in these
By-Laws, such words shall mean the number of directors fixed by the Board and
then in effect in accordance with the provisions of the Certificate of
Incorporation or these By-Laws.
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Section 3. First Meeting. The first meeting of each newly elected Board of
Directors, of which no notice shall be necessary, shall be held immediately
following the annual meeting of stockholders or any adjournment thereof at the
place the annual meeting of stockholders was held at which such directors were
elected, or at such other place as a majority of the members of the newly
elected Board who are then present shall determine, for the election or
appointment of officers for the ensuing year and the transaction of such other
business as may be brought before such meeting.
Section 4. Regular Meetings. Regular meetings of the Board of Directors,
other than the first meeting, may be held without notice at such times and
places as the Board of Directors may from time to time determine.
Section 5. Special Meetings. Special Meetings of the Board of Directors may
be called by order of the Chairman of the Board, the President or any two
directors. Notice of the time and place of each special meeting shall be given
by or at the direction of the person or persons calling the meeting by mailing
the same at least three days before the meeting or by telephoning, telegraphing
or delivering personally the same at least twenty-four hours before the meeting
to each director. Except as otherwise specified in the notice thereof, or as
required by statute, the Certificate of Incorporation or these By-Laws, any and
all business may be transacted at any special meeting.
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Section 6. Attendance by Communications Equipment. Unless otherwise
restricted by the Certificate of Incorporation, members of the Board of
Directors or of any committee designated by the Board may participate in a
meeting of the Board or any such committee by means of a conference telephone
or similar communications equipment whereby all persons participating in the
meeting can hear each other. Participation in any meeting by such means shall
constitute presence in person at such meeting. Any meeting at which one or
more of the members of the Board of Directors or of a committee designated by
the Board of Directors shall participate by means of conference telephone or
similar communications equipment shall be deemed to have been held at the
place designated for such meeting, provided that at least one member is at
such place while participating in the meeting.
Section 7. Organization. Every meeting of the Board of Directors shall be
presided over by the Chairman of the Board, or, in his absence, the President.
In the absence of the Chairman of the Board and the President, a presiding
officer shall be chosen by a majority of the directors present. The Secretary
of the corporation shall act as secretary of the meeting, but, in his absence,
the presiding officer may appoint any person to act as secretary of the
meeting.
Section 8. Quorum; Vote. A majority of the directors then in office shall
constitute a quorum for the transaction of
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business, but less than a quorum may adjourn any meeting to another time or
place from time to time until a quorum shall be present, whereupon the meeting
may be held, as adjourned, without further notice. Except as otherwise
required by statute, the Certificate of Incorporation or these By-Laws, all
matters coming before any meeting of the Board of Directors shall be decided
by the vote of a majority of the directors present at the meeting, a quorum
being present.
Section 9. Compensation. A director or member of a committee may serve the
Corporation in any other capacity and receive compensation therefor. Each
director or member of a committee, other than directors who are officers or
employees of the Corporation, may receive for his services as director or
member of a committee, compensation (whether in the form of attendance fees,
fixed remuneration, or otherwise) in such amount as may be fixed from time to
time by the Board of Directors, in addition to reimbursement of traveling or
like expenses.
ARTICLE III
COMMITTEES
Section 1. Executive Committee. The Board of Directors may, by resolution
passed by a majority of the whole Board, designate from among its members an
Executive Committee to consist of three or more members and may designate one
of such members as chairman. The Board may also designate one or more of
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its members as alternates to serve as a member or members of the Executive
Committee in the absence of a regular member or members. Except as provided in
Section 4 of this Article III, the Executive Committee 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 the Executive
Committee may authorize the seal of the Corporation to be affixed to all
papers which may require it.
Section 2. Other Committees. The Board of Directors, acting by a majority of
the whole Board, may also appoint from among its own members or otherwise such
other committees as the Board may determine, to have such powers and duties as
shall from time to time be prescribed by the Board and which, in the
discretion of the Board, may be designated as committee of the Board.
Section 3. Quorum and Discharge. A majority of the entire committee shall
constitute a quorum for the transaction of business of any committee and may
fix its rules of procedure. The Board of Directors may discharge any committee
either with or without cause at any time.
Section 4. Powers of Committees. No committee designated or appointed by the
Board of Directors shall have the power or authority of the Board in reference
to (a) amending the Certificate of Incorporation, (b) adopting an agreement of
merger or consolidation, (c) recommending to the stockholders the sale,
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lease or exchange of all or substantially all of the Corporation's property
and assets, (d) recommending to the stockholders a dissolution of the
Corporation or a revocation of a dissolution, (e) amending the By-Laws of the
Corporation, (f) declaring dividends, (g) designating committees, (h) filling
vacancies among committee members or (i) removing officers. The Executive
Committee shall have the power and authority of the Board to authorize the
issuance of shares of capital stock of the Corporation of any class or any
series of any class. The Stock Option Committee appointed to administer the
Stock Option Plan of the Corporation shall have the power and authority of the
Board to authorize the issuance of shares of capital stock issuable upon the
exercise of options granted under the Stock Option Plan of the Corporation as
the same may from time to time exist.
Section 5. Committee Meetings. Regular meetings of any committee designated
or appointed by the Board of Directors shall be held at such times and places
and on such notice, if any, as the committee may from time to time determine.
Special meetings of any committee designated or appointed by the Board may be
called by order of the Chairman of the Board, Vice Chairman of the Board,
President of the Corporation, Chairman of the committee or any two members of
any such committee. Notice shall be given of the time and place of each
special meeting by mailing the same at least two days before the meeting or by
telephoning, telegraphing or delivering personally the same at least twenty-
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four hours before the meeting to each committee member. Except as otherwise
specified in notice thereof or as required by law, the Certificate of
Incorporation or these By-Laws, any and all business may be transacted at any
regular or special meeting of a committee. The Secretary of the Corporation
shall keep the minutes of the meetings of all committees designated or
appointed by the Board of Directors and shall be the custodian of all
Corporation records.
ARTICLE IV
Officers
Section 1. Number and Designation. The Board of Directors shall elect the
officers of the Corporation, which shall include a President, a Secretary and
a Treasurer and such other or additional officers (including, without
limitation, a Chairman of the Board, one or more Vice-Chairman of the Board,
Vice-Presidents, Assistant Vice-Presidents, Assistant Secretaries and
Assistant Treasurers) as the Board of Directors may designate. Any two offices
may be held by one person, but in any case where the By-Laws or resolutions of
the Board of Directors provide for the signature of the incumbents of two or
more officers of the Corporation upon the certificates of stock, notes, checks
or other instruments or documents issued by the Corporation, no one person
shall sign in more than one capacity.
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Section 2. Term of Office; Removal and Vacancy. Each officer shall hold his
office until his successor is elected and qualified or until his earlier
resignation or removal. Any officer or agent shall be subject to removal with
or without cause at any time by the Board of Directors. Vacancies in any
office, whether occurring by death, resignation, removal or otherwise, may be
filled by the Board of Directors.
Section 3. Powers and Duties. Each of the officers of the Corporation shall,
unless otherwise ordered by the Board of Directors, have such powers and
duties as generally pertain to his respective office as well as such powers
and duties as from time to time may be conferred upon him by the Board of
Directors. Unless otherwise ordered by the Board of Directors after the
adoption of these By-Laws, the Chairman of the Board, or, when the office of
Chairman of the Board is vacant, the President, shall be the chief executive
officer of the Corporation.
Section 4. Power to Vote Stock. Unless otherwise ordered by the Board of
Directors, the Chairman of the Board and the President each shall have full
poser and authority on behalf of the Corporation to attend and to vote at any
meeting of stockholders of any corporation in which this Corporation may hold
stock, and may exercise on behalf of this Corporation any and all of the
rights and powers incident to the ownership of such stock at any such meeting
and shall have power and authority to execute
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and deliver proxies, waivers and consent son behalf of the Corporation in
connection with the exercise by the Corporation of the rights and powers
incident to the ownership of such stock. The Board of Directors, from time to
time, may confer like powers upon any other person or persons.
ARTICLE V
Capital Stock
Section 1. Certificates of Stock. Certificates for stock of the Corporation
shall be in such form as the Board of Directors may from time to time prescribe
and shall be signed by the Chairman of the Board or a Vice Chairman of the
Board or the president or a Vice-President and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary.
Section 2. Transfer of Stock. Shares of capital stock of the Corporation
shall be transferable on the books of the Corporation only by the holder of
record thereof, in person or by a duly authorized attorney, upon surrender and
cancellation of certificates for a like number of shares, with an assignment or
power of transfer endorsed thereon or delivered therewith, duly executed, and
with such proof of the authenticity of the signature and of authority to
transfer, and of payment of transfer taxes, as the Corporation or its agents
may require.
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Section 3. Ownership of Stock. The Corporation shall be entitled to treat the
holder of record of any share or shares of stock as the owner thereof in fact
and shall not be bound to recognize any equitable or other claim to or interest
in such shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise expressly provided by law.
ARTICLE VI
Miscellaneous
Section 1. Corporate Seal. The seal of the Corporation shall be circular in
form and shall contain the name of the Corporation and the year and State of
incorporation.
Section 2. Fiscal Year. The Board of Directors shall have power to fix, and
form time to time to change, the fiscal year of the Corporation.
Section 3. Waiver of Notice. Any notice required to be given under the
provisions of these By-Laws or otherwise may be waived by the stockholder,
director, member of any committee or officer to whom such notice is required to
be given, before or after the meeting or other action of which notice was
required to be given.
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ARTICLE VII
Amendment
The Board of Directors shall have the power to adopt, alter or repeal the
By-Laws of the Corporation subject to the power of the stockholders to amend
or repeal the By-Laws made or altered by the Board of Directors.
ARTICLE VIII
Indemnification
The Corporation may indemnify any director, officer, employee or agent of
the corporation to the fullest extent permitted by law.
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