Exhibit 3.20
BY-LAWS
OF
BERTUCCI'S RESTAURANT CORP.
BY-LAWS
OF
BERTUCCI'S RESTAURANT CORP.
TABLE OF CONTENTS
PAGE
ARTICLE 1 Articles of Organization
ARTICLE 2 Fiscal Year
ARTICLE 3 Meetings of Stockholders
Section 3.1 Annual Meeting 1
Section 3.2 Special Meetings 2
Section 3.3 Place of Meetings 3
Section 3.4 Notice of Meetings 3
Section 3.5 Quorum 4
Section 3.6 Action without Meeting 5
Section 3.7 Proxies and Voting 5
ARTICLE 4 Directors
Section 4.1 Enumeration, Election and
Term of Office 6
Section 4.2 Powers 7
Section 4.3 Meetings of Directors 7
Section 4.4 Quorum of Directors 8
Section 4.5 Consent in Lieu of Meeting
and Participation in Meetings
by Communications Equipment 9
Section 4.6 Committees 9
ARTICLE 5 Officers
Section 5.1 Enumeration, Election and
Term of Office 9
Section 5.2 President and Chairman of
the Board 10
Section 5.3 Treasurer and Assistant
Treasurer 11
Section 5.4 Clerk and Assistant Clerk 11
Section 5.5 Secretary of the Board and
Assistant Secretary 12
Section 5.6 Temporary Clerk and Temporary
Secretary 13
Section 5.7 Other Powers and Duties 13
ARTICLE 6 Resignations, Removals and Vacancies
Section 6.1 Resignations 13
Section 6.2 Removals 14
Section 6.3 Vacancies 15
ARTICLE 7 Indemnification of Directors
and Others
Section 7.1 Definitions 15
Section 7.2 Right to Indemnification 16
Section 7.3 Indemnification Not Available 16
Section 7.4 Compromise or Settlement 17
Section 7.5 Advances 18
Section 7.6 Not Exclusive 18
Section 7.7 Insurance 18
ARTICLE 8 Stock
Section 8.1 Stock Authorized
Section 8.2 Issue of Authorized Unissued
Capital Stock 19
Section 8.3 Certificates of Stock 19
Section 8.4 Replacement Certificate 20
Section 8.5 Transfers 21
Section 8.6 Record Date 21
ARTICLE 9 Miscellaneous Provisions
Section 9.1 Execution of Papers 23
Section 9.2 Voting of Securities 23
Section 9.3 Corporate Seal 23
Section 9.4 Corporate Records 23
ARTICLE 10 Amendments 24
BY-LAWS
OF
BERTUCCI'S RESTAURANT CORP.
ARTICLE 1
ARTICLES OF ORGANIZATION
The name and purposes of the Corporation shall be as set forth in the
Articles of Organization. These By-Laws, the powers of the Corporation and its
Directors and stockholders, and all matters concerning the conduct and
regulation of the business of the Corporation, shall be subject to such
provisions in regard thereto, if any, as are set forth in the Articles of
Organization. All references in these By-Laws to the Articles of Organization
shall be construed to mean the Articles of Organization of the Corporation as
from time to time amended or restated.
ARTICLE 2
FISCAL YEAR
Except as from time to time otherwise determined by the Directors, the
fiscal year of the Corporation shall be the twelve months ending on December 31.
ARTICLE 3
MEETINGS OF STOCKHOLDERS
SECTION 3.1 ANNUAL MEETING
The Annual Meeting of the Stockholders shall be held at ten o'clock
A.M. on the first Wednesday of March in each year.
Purposes for which an Annual Meeting is to be held, additional to those
prescribed by law and these By-Laws, may be specified by the President or by the
Directors.
If such Annual Meeting has not been held on the day herein provided
therefor, a Special Meeting of the Stockholders in Lieu of the Annual Meeting
may be held, and any business transacted or elections held at such Special
Meeting shall have the same effect as if transacted or held at the Annual
Meeting, and in such case all references to these By-Laws, except in this
Section 3.1, to the Annual Meeting of the Stockholders shall be deemed to refer
to such Special Meeting. Any such Special Meeting shall be called, and the
purposes thereof shall be specified in the Call, as provided in Section 3.2 of
this Article 3.
SECTION 3.2 SPECIAL MEETINGS
A Special Meeting of the Stockholders may be called at any time by the
President, or by a majority of the Directors acting by vote or by written
instrument or instruments signed by them. A Special Meeting of Stockholders
shall be called by the Clerk, or in the case of the death, absence, incapacity
or refusal of the Clerk, by any other officer, upon written application of one
or more stockholders who hold at least one-tenth part in interest of the stock
entitled to vote at the meeting.
Such Call shall state the time, place, and purposes of the meeting.
SECTION 3.3 PLACE OF MEETINGS
All meetings of the stockholders shall be held at the principal office
of the Corporation in Massachusetts, unless a different place within
Massachusetts or, if permitted by the Articles of Organization, elsewhere within
the United States is designated by the President, or by a majority of the
Directors acting by vote or by written instrument or instruments signed by them.
Any adjourned session of any meeting of the stockholders shall be held at such
place within Massachusetts or, if permitted by the Articles of Organization,
elsewhere within the United States as is designated in the vote of adjournment.
SECTION 3.4 NOTICE OF MEETINGS
A written Notice of the place, date and hour of all meetings of
stockholders stating the purposes of the meeting shall be given at least seven
(7) days before the meeting to each stockholder entitled to vote thereat, by
leaving such Notice with him or at his residence or usual place of business, or
by mailing, postage prepaid, and addressed to such stockholder at his address as
it appears in the records of the Corporation. Such Notice shall be given by the
Clerk, or in the case of the death, absence, incapacity or refusal of the Clerk,
by any other officer or by a person designated either by the Clerk, by the
person or persons calling the meeting or by the Board of Directors. Whenever
Notice of a meeting is required to be given a stockholder under any provision of
law, of the Articles of Organization, or of these By-Laws, a written Waiver
thereof, executed before or after the meeting by such stockholder or his
attorney thereunto authorized, and filed with the records of the meeting, shall
be deemed equivalent to such Notice.
SECTION 3.5 QUORUM
At any meeting of the stockholders, a quorum for the election of any
Director or for the consideration of any question shall consist of a majority in
interest of all stock issued, outstanding and entitled to vote at such election
or upon such question, respectively, except that if two or more classes of stock
are entitled to vote as separate classes for the election of any Director or
upon any question, then in the case of each such class a quorum for the election
of any Director or for the consideration of such question shall consist of a
majority in interest of all stock of that class issued, outstanding and entitled
to vote thereon. Stock owned by the Corporation, if any, shall be disregarded in
determining any quorum. Whether or not a quorum is present, any meeting may be
adjourned from time to time by a majority of the votes properly cast upon the
question, and the meeting may be held as adjourned without further notice.
When a quorum for an election is present at any meeting, a plurality of
the votes properly cast for any office shall elect such office. When a quorum
for the consideration of a question is present at any meeting, a majority of the
votes properly cast upon the question shall decide the question; except that if
two or more classes of stock are entitled to vote as separate classes upon such
question, then in the case of each such class a majority of the votes of such
class properly cast upon the question shall decide the vote of that class upon
the question; and except in any case where a larger vote is required by law or
by the Articles of Organization.
SECTION 3.6 ACTION WITHOUT MEETING
Any action required or permitted to be taken at any meeting of the
stockholders may be taken without a meeting if all stockholders entitled to vote
on the matter consent to the action in writing and the written Consents are
filed with the records of the meetings of stockholders. Such Consents shall be
treated for all purposes as a vote at a meeting.
SECTION 3.7 PROXIES AND VOTING
Except as may otherwise be provided in the Articles of Organization,
stockholders entitled to vote shall have one vote for each share of stock
entitled to vote owned by them. Stockholders entitled to vote may vote in person
or by proxy. No proxy dated more than six (6) months before the meeting named
therein shall be valid and no proxy shall be valid after the final adjournment
of such meeting. A proxy with respect to stock held in the name of two or more
persons shall be valid if executed by any one of them unless at or prior to the
exercise of the proxy the Corporation receives specific written notice to the
contrary from any one of them. A proxy purporting to be executed by or on behalf
of a stockholder shall be deemed valid unless challenged at or prior to its
exercise and the burden of proving invalidity shall rest on the challenger.
Proxies shall be filed with the Clerk, or person performing the duties of clerk,
at the meeting, or any adjournment thereof, before being voted.
The Corporation shall not, directly or indirectly, vote upon any share
of its own stock.
ARTICLE 4
DIRECTORS
SECTION 4.1 ENUMERATION, ELECTION AND TERM OF OFFICE
There shall be a Board of Directors of the Corporation, the number to
be determined by the stockholders. The Board of Directors shall consist of not
less than three (3) Directors, except that whenever there shall be only two (2)
stockholders the number of Directors shall be not less than two (2), and
whenever there shall be only one (1) stockholder the number of Directors shall
be not less than one (1). The Board of Directors may be enlarged by the
stockholders at any meeting or by vote of a majority of the Directors then in
office. The Directors shall be chosen at the Annual Meeting of the Stockholders
by such stockholders as have the right to vote thereon, and each shall hold
office until the next annual election of Directors and until his successor is
chosen and qualified or until he sooner dies, resigns, is removed or becomes
disqualified. Any election of Directors by stockholders shall be by ballot if so
requested by any stockholder entitled to vote thereon. No Director need be a
stockholder.
SECTION 4.2 POWERS
The business of the Corporation shall be managed by the Board of
Directors, which shall exercise all the powers of the Corporation except as
otherwise required by law, by the Articles of Organization or by these By-Laws.
In the event of one or more vacancies in the Board of Directors, the remaining
Directors, if at least two (2) Directors still remain in office, may exercise
the powers of the full Board until such vacancy or vacancies are filled.
SECTION 4.3 MEETINGS OF DIRECTORS
Regular meetings of the Directors may be held without notice at such
places and at such times as may be fixed from time to time by the Directors. A
regular meeting of the Directors may be held without notice immediately
following the Annual Meeting of Stockholders or any Special Meeting held in lieu
thereof.
Special Meetings of Directors may be called by the Chairman of the
Board, the President, the Treasurer or any two (2) or more Directors, or if
there shall be less than three (3) Directors by any one (1) Director, and shall
be held at such time and place as specified in the Call. Reasonable notice of
each special meeting of the Directors shall be given to each Director. Such
notice may be given by the Secretary or Assistant Secretary of the Board, the
Clerk or any Assistant Clerk or by the officer or one of the Directors calling
the meeting. Notice to a Director shall in any case be sufficient if sent by
telegram at least forty-eight (48) hours or by mail at least ninety-six (96)
hours before the meeting addressed to him at his usual or last known business or
residence address, or if given to him at least, forty-eight (48) hours before
the meeting in person or by telephone or by handing him a written Notice. Notice
of a meeting need not be given to any Director if a written Waiver of Notice,
executed by him before or after the meeting, is filed with the records of the
meeting, or to any Director who attends the meeting without protesting prior
thereto or at its commencement the lack of notice to him. A Notice or Waiver of
Notice need not specify the purposes of the meeting.
SECTION 4.4 QUORUM OF DIRECTORS
At any meeting of the Directors, a quorum for any election or for the
consideration of any question shall consist of a majority of the Directors then
in office. Whether or not a quorum is present any meeting may be adjourned from
time to time by a majority of the votes properly cast upon the question, and the
meeting may be held as adjourned without further Notice. When a quorum is
present at any meeting, the votes of a majority of the Directors present shall
be requisite and sufficient for election to any office and shall decide any
question brought before such meeting, except in any case where a larger vote is
required by law, by the Articles of Organization or by these By-Laws.
SECTION 4.5 CONSENT IN LIEU OF MEETING AND PARTICIPATION IN MEETINGS BY
COMMUNICATIONS EQUIPMENT
Any action required or permitted to be taken at any meeting of the
Board of Directors may be taken without a meeting if all the Directors consent
to the action in writing and the written Consents are filed with the records of
the meetings of the Directors. Such Consent shall be treated for all purposes as
a vote of the Directors at a meeting.
Members of the Board of Directors or any Committee designated thereby
may participate in a meeting of such Board or Committee by means of a conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other at the same time and
participation by such means shall constitute presence in person at a meeting.
SECTION 4.6 COMMITTEES
By vote of a majority of the Directors then in office, the Directors
may elect from their own number an Executive Committee or other Committees and
may by like vote delegate to any such Committee some or all of their powers
except those which by law may not be delegated.
ARTICLE 5
OFFICERS
SECTION 5.1 ENUMERATION, ELECTION AND TERM OF OFFICE
The officers of the Corporation shall include a President, a Treasurer
and a Clerk, who shall be chosen by the Directors at their first meeting
following the Annual Meeting of the Stockholders. Each of them shall hold his
office until the next annual election to the office which he holds and until his
successor is chosen and qualified or until he sooner dies, resigns, is removed
or becomes disqualified.
The Directors may choose one of their number to be Chairman of the
Board and determine his powers, duties and term of office. The Directors may at
any time appoint such other officers, including one or more Vice Presidents,
Assistant Treasurers, Assistant Clerks, Secretary of the Board and an Assistant
Secretary of the Board as they deem wise, and may determine their respective
powers, duties and terms of office.
No officer need be a stockholder or a Director except that the Chairman
of the Board shall be a Director. The same person may hold more than one office,
except that no person shall be both President and Clerk.
SECTION 5.2 PRESIDENT AND CHAIRMAN OF THE BOARD
The President shall be the Chief Executive Officer of the Corporation
and, subject to the control and direction of the Directors, shall have general
supervision and control of the business of the Corporation. He shall preside at
all meetings of the stockholders at which he is present, and, if he is a
Director, at all meetings of the Directors if there shall be no Chairman of the
Board or in the absence of the Chairman of the Board.
If there shall be a Chairman of the Board, he shall make his counsel
available to the other officers of the Corporation, and shall have such other
duties and powers as may from time to time be conferred on him by the Directors.
He shall preside at all meetings of the Directors at which he is present, and,
in the absence of the President, at all meetings of stockholders.
SECTION 5.3 TREASURER AND ASSISTANT TREASURER
The Treasurer shall have the custody of the funds and valuable books
and papers of the Corporation, except such as are directed by these By-Laws to
be kept by the Clerk or by the Secretary of the Board. He shall perform all
other duties usually incident to his office, and shall be at all times subject
to the control and direction of the Directors. if required by the Directors, he
shall give bond in such form and amount and with such sureties as shall be
determined by the Directors.
If the Treasurer is absent or unavailable, any Assistant Treasurer
shall have the duties and powers of Treasurer and shall have such further duties
and powers as the Directors shall from time to time determine.
SECTION 5.4 CLERK AND ASSISTANT CLERK
If the Corporation shall not have a resident agent appointed pursuant
to law, the Clerk shall be a resident of the Commonwealth of Massachusetts. The
Clerk shall record all proceedings of the stockholders in a book to be kept
therefor. In case a Secretary of the Board is not elected, the Clerk shall also
record all proceedings of the Directors in a book to be kept therefor.
If the Corporation shall not have a transfer agent, the Clerk shall
also keep or cause to be kept the stock and transfer records of the Corporation,
which shall contain the names of all stockholders and the record address and the
amount of stock held by each.
If the Clerk is absent or unavailable, any Assistant Clerk shall have
the duties and powers of the Clerk and shall have such further duties and powers
as the Directors shall from time to time determine.
SECTION 5.5 SECRETARY OF THE BOARD AND ASSISTANT SECRETARY
If a Secretary of the Board is elected, he shall record all proceedings
of the Directors in a book to be kept therefor.
If the Secretary of the Board is absent or unavailable, any Assistant
Secretary shall have the duties and powers of the Secretary and shall have such
further duties and powers as the Directors shall from time to time determine.
If no Secretary or Assistant Secretary has been elected, or if, having
been elected, no Secretary or Assistant Secretary is present at a meeting of the
Directors, the Clerk or an Assistant Clerk shall record the proceedings of the
Directors.
SECTION 5.6 TEMPORARY CLERK AND TEMPORARY SECRETARY
If no Clerk or Assistant Clerk shall be present at any meeting of the
stockholders, or if no Secretary, Assistant Secretary, Clerk or Assistant Clerk
shall be present at any meeting of the Directors, the person presiding at the
meeting shall designate a Temporary Clerk or Secretary to perform the duties of
Clerk or Secretary.
SECTION 5.7 OTHER POWERS AND DUTIES
Each officer shall, subject to these By-Laws and to the control and
direction of the Directors, have in addition to the duties and power
specifically set forth in these By-Laws, such duties and powers as are
customarily incident to his office and such additional duties and powers as the
Directors may from time to time determine.
ARTICLE 6
RESIGNATIONS, REMOVALS AND VACANCIES
SECTION 6.1 RESIGNATIONS
Any Director or officer may resign at any time by delivering his
resignation in writing to the President or the Clerk or to a meeting of the
Directors. Such resignations shall take effect at such time as is specified
therein, or if no such time is so specified, then upon delivery thereof to the
President or the Clerk or to a meeting of the Directors.
SECTION 6.2 REMOVALS
Directors, including Directors elected by the Directors to fill
vacancies in the Board, may be removed with or without assignment of cause by
vote of the holders of a majority of the shares entitled to vote in the election
of Directors, provided that the Directors of a class elected by a particular
class of stockholders may be removed only by the vote of the holders of a
majority of the shares of the particular class of stockholders entitled to vote
for the election of such Directors.
The Directors may terminate or modify the authority of any agent or
employee. The Directors may remove any officer from office with or without
assignment of cause by vote of a majority of the Directors then in office.
The Directors may by vote of a majority of the Directors then in office
remove any Director for cause.
If cause is assigned for removal of any Director or officer, such
Director or officer may be removed only after a reasonable notice and
opportunity to be heard before the body proposing to remove him.
No Director or officer who resigns or is removed shall have any right
to any compensation as such Director or officer for any period following his
resignation or removal, or any right to damages on account of such removal
whether his compensation be by the month or by the year or otherwise; provided,
however, that the foregoing provision shall not prevent such Director or officer
from obtaining damages for breach of any contract of employment legally binding
upon the Corporation.
SECTION 6.3 VACANCIES
Any vacancy in the Board of Directors, including a vacancy resulting
from an enlargement of the Board, may be filled by vote of a majority of the
Directors then in office or, in the absence of such election by the Directors,
by the stockholders at a meeting called for the purpose; provided, however, that
any vacancy created by the stockholders may be filled by the stockholders at the
same meeting at which such action was taken by them.
If the office of any officer becomes vacant, the Directors may choose
or appoint a successor by vote of a majority of the Directors present at the
meeting at which such choice or appointment is made.
Each such successor shall hold office for the unexpired term of his
predecessor and until his successor shall be chosen or appointed and qualified,
or until he sooner dies, resigns, is removed or becomes disqualified.
ARTICLE 7
INDEMNIFICATION OF DIRECTORS AND OTHERS
SECTION 7.1 DEFINITIONS
For purposes of this Article 7:
(a) "Director/officer" means any person who is serving or has served as
a Director, officer, employee or other agent of the Corporation appointed or
elected by the Board of Directors or the stockholders of the Corporation, or who
is serving or has served at the request of the Corporation as a Director,
officer, trustee, principal, partner, employee or other agent of any other
organization.
(b) "Proceeding" means any action, suit or proceeding, civil or
criminal, brought or threatened in or before any court, tribunal, administrative
or legislative body or agency.
(c) "Expense" means any fine or penalty, and any liability fixed by a
judgment, order, decree or award in a Proceeding, any amount reasonably paid in
settlement of a Proceeding and any professional fees and other disbursements
reasonably incurred in connection with a Proceeding.
SECTION 7.2 RIGHT TO INDEMNIFICATION
Except as limited by law or as provided in Sections 7.3 and 7.4 of this
Article 7, each Director/officer (and his heirs and personal representatives)
shall be indemnified by the Corporation against any Expense incurred by him in
connection with each Proceeding in which he is involved as a result of serving
or having served as a Director/officer.
SECTION 7.3 INDEMNIFICATION NOT AVAILABLE
No indemnification shall be provided to a Director/officer with respect
to a Proceeding as to which it shall have been adjudicated that he did not act
in good faith in the reasonable belief that his action was in the best interests
of the Corporation.
SECTION 7.4 COMPROMISE OR SETTLEMENT
In the event that a Proceeding is compromised or settled so as to
impose any liability or obligation on a Director/officer or upon the
Corporation, no indemnification shall be provided as to said Director/officer
with respect to such Proceeding if such Director/officer shall have been
adjudicated not to have acted in good faith in the reasonable belief that his
action was in the best interests of the Corporation.
SECTION 7.5 ADVANCES
The Corporation shall pay sums on account of indemnification in advance
of a final disposition of a Proceeding, upon receipt of an undertaking by the
Director/officer to repay such sums if it is subsequently established that he is
not entitled to indemnification pursuant to Sections 7.3 and 7.4 hereof, which
undertaking may be accepted without reference to the financial ability of such
person to make repayment.
SECTION 7.6 NOT EXCLUSIVE
Nothing in this Article 7 shall limit any lawful rights to
indemnification existing independently of this Article 7.
SECTION 7.7 INSURANCE
The provisions of this Article 7 shall not limit the power of the Board
of Directors to authorize the purchase and maintenance of insurance on behalf of
any Director/officer against any Expense, whether or not the Corporation would
have the power to indemnify him against such Expense under this Article 7.
ARTICLE 8
STOCK
SECTION 8.1 STOCK AUTHORIZED
The total number of shares and the par value, if any, of each class of
stock which the Corporation is authorized to issue, and if more than one class
is authorized, the descriptions, preferences, voting powers, qualifications and
special and relative rights and privileges as to each class and any series
thereof, shall be as stated in the Articles of Organization.
SECTION 8.2 ISSUE OF AUTHORIZED UNISSUED CAPITAL STOCK
Any unissued capital stock from time to time authorized under the
Articles of Organization and Amendments thereto may be issued by vote of the
Directors. No stock shall be issued unless the cash, so far as due, or the
property, services or expenses for which it was authorized to be issued, has
been actually received or incurred by, or conveyed or rendered to, the
Corporation, or is in its possession as surplus.
SECTION 8.3 CERTIFICATES OF STOCK
Each stockholder shall be entitled to a certificate in such form as may
be prescribed from time to time by the Directors or stockholders, stating the
number and the class and the designation of the series, if any, of the shares
held by him. Such certificates shall be signed by the President or a Vice
President and by the Treasurer or an Assistant Treasurer. Such signatures may be
facsimiles if the certificate is signed by a transfer agent, or by a registrar,
other than a Director, officer or employee of the Corporation. In case any
officer who has signed or whose facsimile signature has been placed on such
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 time of issue.
Every certificate issued by the Corporation for shares of stock at a
time when such shares are subject to any restriction on transfer pursuant to the
Articles of Organization, the By-Laws or any agreement to which the Corporation
is a party shall have the restriction noted conspicuously on the certificate and
shall also set forth on the face or back of the certificate either the full text
of the restriction, or a statement of the existence of such restriction and a
statement that the Corporation will furnish a copy thereof to the holder of such
certificate upon written request and without charge.
Every stock certificate issued by the Corporation at a time when it is
authorized to issue more than one class or series of stock shall set forth upon
the face or back of the certificate either the full text of the preferences,
voting powers, qualifications and special and relative rights of the shares of
each class and series, if any, authorized to be issued, as set forth in the
Articles of Organization, or a statement of the existence of such preferences,
powers, qualifications and rights and a statement that the Corporation will
furnish a copy thereof to the holder of such certificate upon written request
and without charge.
SECTION 8.4 REPLACEMENT CERTIFICATE
In case of the alleged loss or destruction or the mutilation of a
certificate of stock, a new certificate may be issued in place thereof, upon
such conditions as the Directors may determine.
SECTION 8.5 TRANSFERS
Subject to the restrictions, if any, imposed by the Articles of
Organization, the By-Laws or any agreement to which the Corporation is a party,
shares of stock shall be transferred on the books of the Corporation only by the
surrender to the Corporation or its transfer agent of the certificate
representing such shares properly endorsed or accompanied by a written
assignment of such shares or by a written power of attorney to sell, assign or
transfer such shares, properly executed, with necessary transfer stamps affixed,
and with such proof that the endorsement, assignment or power of attorney is
genuine and effective as the Corporation or its transfer agent may reasonably
require. Except as may otherwise be required by law, the Corporation shall be
entitled to treat the record holder of stock as shown on its books as the owner
of such stock for all purposes, including the payment of dividends and the right
to vote with respect thereto, regardless of any transfer, pledge or other
disposition of such stock, until the shares have been transferred on the books
of the Corporation in accordance with the requirements of these ByLaws. It shall
be the duty of each stockholder to notify the Corporation of his post office
address.
SECTION 8.6 RECORD DATE
The Directors may fix in advance a time, which shall be not more than
sixty (60) days before the date of any meeting of stockholders or the date for
the payment of any dividend or the making of any distribution to stockholders or
the last day on which the consent or dissent of stockholders may be effectively
expressed for any purpose, as the record date for determining the stockholders
having the right to notice of and to vote at such meeting and any adjournment
thereof or the right to receive such dividend or distribution or the right to
give such consent or dissent, and in such case only stockholders of record on
such date shall have such right, notwithstanding any transfer of stock on the
books of the Corporation after the record date; or without fixing such record
date the Directors may for any such purposes close the transfer books for all or
any part of such period.
If no record date is fixed and the transfer books are not closed:
(1) The record date for determining stockholders having the right to
notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given.
(2) 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
acts with respect thereto.
ARTICLE 9
MISCELLANEOUS PROVISIONS
SECTION 9.1 EXECUTION OF PAPERS
All deeds, leases, transfers, contracts, bonds, notes, releases,
checks, drafts and other obligations authorized to be executed on behalf of the
Corporation shall be signed by the President or the Treasurer except as the
Directors may generally or in particular cases otherwise determine.
SECTION 9.2 VOTING OF SECURITIES
Except as the Directors may generally or in particular cases otherwise
determine, the President or the Treasurer may, on behalf of the Corporation (i)
waive Notice of any meeting of stockholders or shareholders of any other
corporation, or of any association, trust or firm, of which any securities are
held by this Corporation; (ii) appoint any person or persons to act as proxy or
attorney-in-fact for the Corporation, with or without substitution, at any such
meeting; and (iii) execute instruments of Consent to stockholder or shareholder
action taken without a meeting.
SECTION 9.3 CORPORATE SEAL
The seal of the Corporation shall be a circular die with the name of
the Corporation, the word "Massachusetts" and the year of its incorporation cut
or engraved thereon, or shall be in such other form as the Board of Directors or
the stockholders may from time to time determine.
SECTION 9.4 CORPORATE RECORDS
The original, or attested copies, of the Articles of Organization,
By-Laws, and the records of all meetings of incorporators and stockholders, and
the stock and transfer records, which shall contain the names of all
stockholders and the record address and the amount of stock held by each, shall
be kept in Massachusetts for inspection by the stockholders at the principal
office of the Corporation or at an office of the Clerk, or if the Corporation
shall have a transfer agent or a resident agent, at an office of either of them.
Said copies and records need not all be kept in the same office.
ARTICLE 10
AMENDMENTS
These By-Laws may at any time be amended or repealed by vote of the
Stockholders or, if permitted by the Articles of Organization, may be amended or
repealed by vote of a majority of the Directors then in office except that no
amendment may be made by the directors which alters provisions of these By-Laws
with respect to the removal of Directors, indemnification of Directors and
officers or amendment of these By-Laws. Notice of the substance of any proposed
amendment or repeal shall be stated in the Notice of any meeting of the
stockholders called for the purpose of proposing such amendment or repeal.
No change in the date of the Annual Meeting may be made within sixty
(60) days before the date fixed in these By-Laws. Notice of any change of the
date fixed in these By-Laws for the Annual Meeting shall be given to all
stockholders at least twenty (20) days before the new date fixed for such
meeting.
Not later than the time of giving Notice of the meeting of stockholders
next following the making, amending or repealing by the Directors of any By-Law,
Notice thereof stating the substance of such change shall be given to all
stockholders entitled to vote on amending the By-Laws.