Exhibit 3.24
BY-LAWS
OF
BERTUCCI'S SECURITIES CORP.
BY-LAWS
of
BERTUCCI'S SECURITIES CORPORATION
TABLE OF CONTENTS
PAGE
ARTICLE 1 Articles of Organization...............................1
ARTICLE 2 Fiscal Year............................................1
ARTICLE 3 Meetings of Stockholders...............................1
Section 3.1 Annual Meeting.........................................1
Section 3.2 Special Meetings.......................................2
Section 3.3 Place of Meetings......................................2
Section 3.4 Notice of Meetings.....................................3
Section 3.5 Quorum.................................................3
Section 3.6 Action without Meeting.................................4
Section 3.7 Proxies and Voting.....................................4
ARTICLE 4 Directors..............................................5
Section 4.1 Enumeration, Election and Term of Office...............5
Section 4.2 Powers.................................................6
Section 4.3 Meetings of Directors..................................6
Section 4.4 Quorum of Directors....................................7
Section 4.5 Consent in Lieu of Meeting and Participation in
Meetings by Communications Equipment...................7
Section 4.6 Committees.............................................8
ARTICLE 5 Officers...............................................8
Section 5.1 Enumeration, Election and Term of Office...............8
Section 5.2 President and Chairman of the Board....................9
Section 5.3 Treasurer and Assistant Treasurer......................9
Section 5.4 Clerk and Assistant Clerk.............................10
Section 5.5 Secretary of the Board and Assistant Secretary........10
Section 5.6 Temporary Clerk and Temporary Secretary...............11
Section 5.7 Other Powers and Duties...............................11
ARTICLE 6 Resignations, Removals and Vacancies..................11
Section 6.1 Resignations..........................................11
Section 6.2 Removals..............................................12
Section 6.3 Vacancies.............................................13
ARTICLE 7 Indemnification of Directors and Others...............13
Section 7.1 Definitions...........................................13
Section 7.2 Right to Indemnification..............................14
Section 7.3 Indemnification not Available.........................14
Section 7.4 Compromise or Settlement..............................15
Section 7.5 Advances..............................................16
Section 7.6 Not Exclusive.........................................16
Section 7.7 Insurance.............................................17
Section 7.8 Amendment.............................................17
ARTICLE 8 Stock.................................................17
Section 8.1 Stock Authorized......................................17
Section 8.2 Issue of Authorized Unissued Capital Stock............17
Section 8.3 Certificates of Stock.................................18
Section 8.4 Replacement Certificate...............................19
Section 8.5 Transfers.............................................19
Section 8.6 Record Date...........................................20
ARTICLE 9 Miscellaneous Provisions..............................20
Section 9.1 Execution of Papers...................................21
Section 9.2 Voting of Securities..................................21
Section 9.3 Corporate Seal........................................21
Section 9.4 Corporate Records.....................................21
ARTICLE 10 Amendments............................................22
BY-LAWS
OF
BERTUCCI'S SECURITIES CORPORATION
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 10 o'clock A.M. on
the second Tuesday of May in each year, if not a legal holiday, and, if a legal
holiday, then on the next secular day following, or at such other date and time
within six months after the end of the Corporation's fiscal year as shall be
designated from time to time by the Board of Directors, the Chairman of the
Board or the President and stated in the notice of the meeting. 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 as herein provided, 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 Chairman of the Board of Directors, 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, except stock held
directly or indirectly by it in a fiduciary capacity, 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. Except as otherwise provided by law, 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; but nothing herein shall be construed as limiting the right of
the Corporation to vote shares of stock held directly or indirectly by it in a
fiduciary capacity.
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 Consents 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 powers
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 or employee of the Corporation appointed or elected by the
Board of Directors or the stockholders of the Corporation, or any Director,
officer or employee of the Corporation who is serving or has served at the
request of the Corporation as a Director, officer, trustee, principal, partner,
member of a committee, employee or other agent of any other organization, or in
any capacity with respect to any employee benefit plan of the Corporation or any
of its subsidiaries.
(b) "Proceeding" means any action, suit or proceeding, whether civil,
criminal, administrative or investigative, brought or threatened in or before
any court, tribunal, administrative or legislative body or agency, and any claim
which could be the subject of a Proceeding.
(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. The term "Expense" shall
include any taxes or penalties imposed on a Director/officer with respect to any
employee benefit plan of the Corporation or any of its subsidiaries.
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 his
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, or, to the extent that such Proceeding relates to service with
respect to an employee benefit plan, in the best interests of the participants
or beneficiaries of such employee benefit plan.
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 it is determined (i) by a majority of the disinterested
Directors then in office or (ii) in the absence of any disinterested Directors
or at the request of a majority of the disinterested Directors, by the holders
of a majority of the outstanding stock entitled to vote for Directors, voting as
a single class, exclusive of any stock owned by any interested Director/officer,
that with respect to the matter involved in such Proceeding said
Director/officer did not act in good faith in the reasonable belief that his
action was in the best interests of the Corporation or, to the extent that such
Proceeding relates to service with respect to an employee benefit plan, in the
best interests of the participants or beneficiaries of such employee benefit
plan. In lieu of submitting the question to a vote of disinterested Directors or
stockholders, as provided above, the Corporation may deny indemnification to
said Director/officer with respect to such Proceeding, if there has been
obtained at the request of a majority of the Directors then in office, an
opinion in writing of independent legal counsel, other than counsel to the
Corporation, to the effect that said Director/officer did not act in good faith
in the reasonable belief that his action was in the best interests of the
Corporation or, to the extent that such Proceeding relates to service with
respect to an employee benefit plan, in the best interests of the participants
or beneficiaries of such employee benefit plan.
[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, or, to the extent that such Proceeding relates to
service with respect to an employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan.]
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 liability incurred by him in any such capacity,
or arising out of his status as such, whether or not the Corporation would have
the power to indemnify him against such liability under this Article 7.
[SECTION 7.8 AMENDMENT
The provisions of this Article may be amended or repealed by the
stockholders; however, no amendment or repeal of such provisions which adversely
affects the rights of a Director/ officer under this Article with respect to his
acts or omissions prior to such amendment or repeal shall apply to him without
his consent.]
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, and any shares of capital
stock restored to the status of authorized but unissued stock may be reissued,
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 its 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 By-Laws. 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.
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.