Exhibit 3.7
BY-LAWS OF WTA INC.
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Table of Contents
ARTICLE I -- Meetings of Stockholders Page
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Section 1.1 Annual Meetings 1
Section 1.2 Special Meetings 1
Section 1.3 Notice of Meeting and Waiver 1
Section 1.4 Quorum and Adjournments 2
Section 1.5 Conduct of Meetings 2
Section 1.6 Voting 2
Section 1.7 Proxies 2
Section 1.8 Judges of Election 2
Section 1.9 Stockholder Action Without Meeting 2
ARTICLE II -- Board of Directors
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Section 2.1 Functions and Definition 3
Section 2.2 Number and Qualifications 3
Section 2.3 Election and Term of Office 3
Section 2.4 Vacancies and Additional Directorships 3
Section 2.5 Meetings, Notice of Meetings and Waiver 3
Section 2.6 Quorum and Manner of Acting 4
Section 2.7 Resignation of Directors 4
Section 2.8 Removal of Directors 4
Section 2.9 Compensation of Directors 5
ARTICLE III -- Committees of the Board
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Section 3.1 Designation, Power, Alternate Members 5
and Term of Office
Section 3.2 Meetings, Notices and Records 5
Section 3.3 Quorum and Manner of Acting 6
Section 3.4 Resignations 6
Section 3.5 Removal 6
Section 3.6 Vacancies 6
Section 3.7 Compensation 6
ARTICLE IV -- Officers
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Section 4.1 Officers 6
Section 4.2 Election, Term of Office and
Qualifications 7
Section 4.3 Subordinate Officers and Agent 7
Section 4.4 Resignations 7
Section 4.5 Removal 7
Section 4.6 Vacancies 7
Section 4.7 The Chairman of the Board 7
Section 4.8 The President 8
Section 4.9 The Vice Presidents 8
Section 4.10 The Secretary 8
Section 4.11 Assistant Secretaries 9
Section 4.12 The Treasurer 9
Section 4.13 Assistant Treasurer 10
Section 4.14 Salaries 10
ARTICLE V
Section 5.1 Indemnification 10
ARTICLE VI -- Execution of Instruments and Deposit of Corporate Funds
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Section 6.1 Certificates Representing Stock 10
Section 6.2 Execution of Instruments (Other Than
Stock Certificates) Generally 11
Section 6.3 Borrowing 11
Section 6.4 Deposits 11
Section 6.5 Checks, Drafts, etc. 12
Section 6.6 Proxies 12
ARTICLE VII
Section 7.1 Record Dates 12
ARTICLE VIII
Section 8.1 Restrictions on Transfer of Stock 12
ARTICLE IX
Section 9.1 Corporate Seal 12
ARTICLE X
Section 10.1 Fiscal Year 12
ARTICLE XI
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Section 11.1 Amendments 13
iii
BY-LAWS
OF
WTA Inc.
(a Delaware Corporation)
__________________________________
ARTICLE I
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Meetings of Stockholders
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Section 1.1 Annual Meetings. The annual meeting of the stockholders for the
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election of directors and for the transaction of such other business as properly
may come before such meeting shall be held each year on such date, and at such
time and place within or without the State of Delaware, as may be designated by
the Board of Directors.
Section 1.2 Special Meetings. Special meetings of the stockholders for any
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proper purpose or purposes may be called at any time by the Board of Directors
or by the Chairman or Vice Chairman of the Board of Directors, the President,
any Vice President or the Secretary or any Assistant Secretary or the Treasurer
or any Assistant Treasurer (collectively "the designated officers"), to be held
on such date, and at such time and place within or without the State of
Delaware, as the Board of Directors or the designated officer whichever has
called the meeting, shall direct. A special meeting of the stockholders shall be
called by the Board of Directors or designated officer whenever stockholders
owning a majority of the shares of the Corporation then issued and outstanding
and entitled to vote on matters to be submitted to stockholders of the
Corporation shall make application therefor in writing. Any such written request
shall state a proper purpose or purposes of the meeting and shall be delivered
to any of the designated officers.
Section 1.3 Notice of Meeting and Waiver. Written notice, signed by any of
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the designated officers, of every meeting of stockholders stating the date and
time when, and the place where, it is to be held shall be delivered either
personally or by mail to each stockholder entitled to vote at such meeting not
less than ten nor more than sixty days before the meeting, except as otherwise
provided by law. The purpose or purposes for which the meeting is called may, in
the case of an annual meeting, and shall in the case of a special meeting, also
be stated. If mailed, such notice shall be directed to a stockholder at his or
her address as it shall appear on the stock books of the Corporation, unless he
or she shall have filed with the Secretary a written request that notices
intended for him or her be mailed to some other address, in which case it shall
be mailed to the address designated in such request. Notice need not be given to
any stockholder who submits a written waiver of notice signed by him before or
after the time stated therein. Attendance of a stockholder at a meeting of
stockholders shall constitute a waiver of notice of such meeting, except when
the stockholder attends the 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 need be specified
in any written waiver of notice.
Section 1.4 Quorum and Adjournments. The presence at any meeting, in
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person or by proxy, of the holders of record of a majority of the shares then
issued and outstanding and entitled to vote shall be necessary and sufficient to
constitute a quorum for the transaction of business, except as otherwise
provided by law. In the absence of a quorum, a majority in interest of the
stockholders entitled to vote, present in person or by proxy, or, if no
stockholder entitled to vote is present in person or by proxy, any officer
entitled to preside at or act as secretary of such meeting, may adjourn the
meeting from time to time until a quorum shall be present.
Section 1.5 Conduct of Meeting. Meetings of the stockholders shall be
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presided over by the Chairman of the Board of Directors or, in his absence, by
one of the designated officers in the order of seniority if present and acting,
or, if none of the designated officers is in office and present and acting, by a
chairman to be chosen by the stockholders. The Secretary of the corporation, or
in his absence, an Assistant Secretary, shall act as secretary of every meeting,
but if neither the Secretary nor an Assistant Secretary is present the Chairman
of the meeting shall appoint a secretary of the meeting.
Section 1.6 Voting. Each share of stock shall entitle the holder thereof
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to one vote. Directors shall be elected by a plurality of the votes of the
shares present in person or the election of directors. Any other action shall be
authorized by a majority of the votes cast except where the General Corporation
Law prescribes a different percentage of votes and/or a different exercise of
voting power, and except as may be otherwise prescribed by the provisions of the
certificate of incorporation and these Bylaws. In the election of directors, and
for any other action, voting need not be by ballot.
Section 1.7 Proxies. Any stockholder entitled to vote may vote by proxy,
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provided that the instrument authorizing such proxy to act shall have been
executed in writing (which may include proxies transmitted by telegraph, cable
or facsimile) by the stockholder himself or by his or her duly authorized
attorney-in-fact.
Section 1.8 Judges of Election. The Board of Directors may appoint judges
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of election to serve at any election of directors and at balloting on any other
matter that may properly come before a meeting of stockholders. If no such
appointment come before a meeting of stockholders. If no such appointment shall
be made, or if any of the judges so appointed shall fail to attend, or refuse or
be unable to serve, then such appointment may be made by the presiding officer
at the meeting. The judges, if any, shall determine the number of shares of
stock outstanding and the voting power of each, the shares of stock represented
at the meeting, the existence of a quorum, the validity and effect the proxies,
and shall receive votes, ballots or consents, hear and determine all challenges
and questions arising in connection with the right to vote, count and tabulate
all votes, ballots or consents, determine the result, and do such acts as are
proper to conduct the election or vote with fairness to all stockholders. On
request of the person presiding at the meeting, the judge or judges, if any,
shall make a report in writing of any challenge, question or matter determined
by him or them and execute a certificate of any fact found by him or them.
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Section 1.9 Stockholder Action Without Meeting. Any action required by
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the General Corporation Law to be taken at any annual or special meeting of
stockholders, or any action which may be taken at any annual or special meeting
of stockholders, may be taken without a meeting, without prior notice and
without 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 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
consented in writing. Action taken pursuant to this paragraph shall be subject
to the provisions of Section 228 of the General Corporation Law.
ARTICLE II
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Board of Directors
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Section 2.1 Functions and Definition. The business and affairs of the
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corporation shall be managed by or under the direction of the Board of Directors
of the corporation. The use of the phrase "whole board" herein refers to the
total number of directors which the corporation would have if there were no
vacancies.
Section 2.2 Number and Qualifications. The number of directors which
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shall constitute the whole Board of Directors shall be fixed from time to time
by resolution of the stockholders (any such resolution of the stockholders being
subject to any later resolution of them). The first Board of Directors and
subsequent Boards of Directors shall consist of three directors until the number
thereof shall be changed as herein provided. A director need not be a
stockholder, a citizen of the United States, or a resident of the State of
Delaware.
Section 2.3 Election and Term of Office. The first Board of Directors
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shall be designated by the Incorporator. Thereafter, Directors shall be elected
at the annual meeting of the stockholders, except as provided in Section 2.3.
Each director (whether elected at an annual meeting or to fill a vacancy or
otherwise) shall continue in office until his or her successor shall have been
elected and qualified or until his or her earlier death, resignation or removal
in the manner hereinafter provided.
Section 2.4 Vacancies and Additional Directorships. If any vacancy shall
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occur among the directors by reason of death, resignation or removal, or as the
result of an increase in the number of directorships, a majority of the
directors then in office, or a sole remaining director, though less than a
quorum, may fill any such vacancy.
Section 2.5 Meetings, Notice of Meetings and Waiver. A meeting of the
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Board Directors shall be held for organization, for the election of officers and
for the transaction of such other business as may properly come before the
meeting, within thirty days after each annual election of directors.
The Board of Directors by resolution may provide for the holding of regular
meetings and may fix the times and places at which such meetings shall be held.
Notice of regular meetings shall not be required to be given, provided that
whenever the time or place of regular meetings
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shall be fixed or changed, notice of such action shall be mailed promptly to
each director who shall not have been present at the meeting at which such
action was taken, addressed to him or her at his or her residence or usual place
of business.
Special meetings of the Board of Directors may be called by or at the
direction of any designated officer or any two directors, except that when the
Board of Directors consists of one director then the one director may call a
special meeting. Except as otherwise required by law, notice of each special
meeting shall be mailed to each director, addressed to him or her at his or her
residence or usual place of business, at least three days before the day on
which the meeting is to be held, or shall be sent to him or her at such place by
telegram, facsimile copy, radio or cable, or telephoned or delivered to him or
her personally, not later than the second day before the day on which the
meeting is to be held. Such notice shall state the time and place of such
meeting, but need not state the purposes thereof, unless otherwise required by
law, the Certificate of Incorporation of the Corporation or these By-laws.
Notice of any meeting need not be given to any director who shall attend
such meeting in person or who shall waive notice thereof, before or after such
meeting, in a signed writing, except that attendance shall not constitute waiver
of notice if said director attends solely 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.
Section 2.6 Quorum and Manner of Acting. At each meeting of the Board of
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Directors the presence of a majority of the total number of members of the Board
of Directors as constituted from time to time, but not less than two, shall be
necessary and sufficient to constitute a quorum for the transaction of business,
except that when the Board of Directors consists of only two directors or only
one director, then one director shall constitute a quorum. In the absence of a
quorum, a majority of those present at the time and place of any meeting may
adjourn the meeting from time to time until a quorum shall be present and the
meeting may be held as adjourned without further notice or waiver. A majority of
those present at any meeting at which a quorum is present may decide any
question brought before such meeting, except as otherwise provided by law, the
Certificate of Incorporation of the Corporation or these By-laws. Any member or
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, as the case
may be, by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other. The
Chairman of the Board, if any and if present and acting shall preside at all
meetings. Otherwise, the Vice-Chairman of the Board, if any and if present and
acting, or the President, if present and acting, or any other director chosen by
the Board, shall preside.
Section 2.7 Resignation of Directors. Any director may resign at any time
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by giving written notice of such resignation to the Board of Directors or to any
designated officer. Unless otherwise specified in such notice, such resignation
shall take effect upon receipt thereof by the Board of Directors or any such
officer, and the acceptance of such resignation shall not be necessary to make
it effective.
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Section 2.8 Removal of Directors. At any special meeting of the
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stockholders, duly called as provided in these Bylaws, any director or directors
may be removed from office, either with or without cause, as provided by law. At
such meeting a successor or successors may be elected by a plurality of the
votes cast, or if any such vacancy is not so filled, it may be filled by the
directors as provided in Section 2.3.
Section 2.9 Compensation of Directors. Directors may receive such
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reasonable compensation for their services as such, whether in the form of
salary or a fixed fee for attendance at meetings, with expenses, if any, as the
Board of Directors may from time to time determine. Nothing herein contained
shall be construed to preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor.
ARTICLE III
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Committees of the Board
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Section 3.1 Designation, Power, Alternate Members and Term of Office. The
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Board of Directors may, by resolution passed by a majority of the whole Board of
Directors, designate one or more committees, each committee to consist of one or
more of the directors of the Corporation. Any such committee, to the extent
provided in such resolution and permitted by law, 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 or a facsimile thereof to be affixed to or reproduced on all such
papers as said committee shall designate. The Board of Directors may designate
one or more directors as alternate members of any committee who, in the order
specified by the Board of Directors, may replace any absent or disqualified
member at any meeting of the committee. If at a meeting of any committee one or
more of the members thereof should be absent or disqualified, and if either the
Board of Directors has not so designated any alternate member or members, or the
number of absent or disqualified members exceeds the number of alternate members
who are present at such meeting, then the member or members of such committee
(including alternates) present at any meeting and not disqualified from voting,
whether or not he or she or they constitute a quorum, may unanimously appoint
another director to act at the meeting in the place of any such absent or
disqualified member. The term of office of the members of each committee shall
be as fixed from time to time by the Board of Directors, subject to these
By-laws; provided, however, that any committee member who ceases to be a member
of the Board of Directors shall likewise cease to be a committee member. Each
committee shall appoint a secretary, who may be the Secretary of the Corporation
or an Assistant Secretary thereof.
Section 3.2 Meetings, Notices and Records. Each committee may provide for
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the holding of regular meetings, with or without notice, and may fix the times
and places at which such meetings shall be held. Special meetings of each
committee may be called by or at the direction of its chairman or, if there be
no chairman, by or at the direction of any one of its members. Except as
otherwise provided by law, notice of each special meeting of a committee shall
be mailed to each member of such committee, addressed to him or her at his or
her residence or usual place of business, at least three days before the day on
which the meeting is to be held, or shall be sent to him or her at such place by
telegram, radio or cable, or telephoned or
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delivered to him or her personally, not later than the second day before the day
on which the meeting is to be held. Such notice shall state the time and place
of such meeting, but need not state the purposes thereof, unless otherwise
required by law, the Certificate of Incorporation of the Corporation or these
By-laws.
Notice of any meeting of a committee need not be given to any member
thereof who shall attend such meeting in person or who shall waive notice
thereof, before or after such meeting, in a signed writing except that
attendance shall not constitute waiver of notice if said director attends solely
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. Each committee shall keep a record of its proceedings.
Section 3.3 Quorum and Manner of Acting. At each meeting of any committee
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the presence of a majority of its members then in office shall be necessary and
sufficient to constitute a quorum for the transaction of business, except that
when a committee consists of one member, then the one member shall constitute a
quorum. In the absence of a quorum, a majority of the members present at the
time and place of any meeting may adjourn the meeting from time to time until a
quorum shall be present and the meeting may be held as adjourned without further
notice or waiver. The act of a majority of the members present at any meeting at
which a quorum is present shall be the act of such committee. Subject to the
foregoing and other provisions of these Bylaws and except as otherwise
determined by the Board of Directors, each committee may make rules for the
conduct of its business. Any member or members of the Committee or of any
committee designated by the Board, may participate in a meeting of the Board, or
any such committee, as the case may be, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other.
Section 3.4 Resignations. Any member of a committee may resign at any
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time by giving written notice of such resignation to the Board of Directors or
to any designated officer. Unless otherwise specified in such notice, such
resignation shall take effect upon receipt thereof by the Board of Directors or
any such officer, and the acceptance of such resignation shall not be necessary
to make it effective.
Section 3.5 Removal. Any member of any committee may be removed at any
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time with or without cause by the Board of Directors.
Section 3.6 Vacancies. If any vacancy shall occur in any committee by
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reason of death, resignation, disqualification, removal or otherwise, the
remaining member or members of such committee, so long as a quorum is present,
may continue to act until such vacancy is filled by the Board of Directors.
Section 3.7 Compensation. Committee members may receive such reasonable
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compensation for their services as such, whether in the form of salary or a
fixed fee for attendance at meetings, with expenses, if any, as the Board of
Directors may from time to time determine. Nothing herein contained shall be
construed to preclude any committee member from serving the Corporation in any
other capacity and receiving compensation therefor.
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ARTICLE IV
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Officers
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Section 4.1 Officers. The officers of the Corporation shall be a
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President, a Secretary, a Treasurer, a Chairman of the Board if elected by the
Board of Directors, a Vice Chairman of the Board if elected by the Board of
Directors, one or more Vice Presidents if elected by the Board of Directors, and
such other officers as may be appointed in accordance with the provisions of
Section 4.3.
Section 4.2 Election, Term of Office and Qualifications. Each officer
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(except such officers as may be appointed in accordance with the provisions of
Section 4.3) shall be elected by the Board of Directors. Each such officer
(whether elected at the first meeting of the Board of Directors after the annual
meeting of stockholders or to fill a vacancy or otherwise) shall hold his or her
office until the first meeting of the Board of Directors after the next annual
meeting of stockholders and until his or her successor shall have been elected,
or until his or her death, or until he or she shall have resigned in the manner
provided in Section 4.4 or shall have been removed in the manner provided in
Section 4.5.
Section 4.3 Subordinate Officers and Agents. The Board of Directors from
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time to time may appoint other officers or agents (including one or more
Assistant Vice Presidents, one or more Assistant Secretaries and one or more
Assistant Treasurers), to hold office for such period, have such authority and
perform such duties as are provided in these By-laws or as may be provided in
the resolutions appointing them. The Board of Directors may delegate to any
officer or agent the power to appoint any such subordinate officers or agents
and to prescribe their respective terms of office, authorities and duties.
Section 4.4 Resignations. Any officer may resign at any time by giving
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written notice of such resignation to the Board of Directors or any designated
officer. Unless otherwise specified in such written notice, such resignation
shall take effect upon receipt thereof by the Board of Directors or any such
officer, and the acceptance of such resignation shall not be necessary to make
it effective.
Section 4.5 Removal. Any officer specifically designated in Section 4.1
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may be removed with or without cause at any meeting of the Board of Directors by
affirmative vote of a majority of the directors then in office. Any officer or
agent appointed in accordance with the provisions of Section 4.3 may be removed
with or without cause at any meeting of the Board of Directors by affirmative
vote of a majority of the directors present at such meeting, or at any time by
any superior officer or agent upon whom such power of removal shall have been
conferred by the Board of Directors.
Section 4.6 Vacancies. A vacancy in any off ice by reason of death,
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resignation, removal, disqualification or any other cause shall be filled for
the unexpired portion of the term in the manner prescribed by these By-laws for
regular election or appointments to such office.
Section 4.7 The Chairman of the Board. The Chairman of the Board, if one
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is elected by the Board of Directors, shall be the chief executive officer of
the Corporation. He or she shall
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preside at all meetings of the Board of Directors and at all meetings of
stockholders, and shall see that all orders and resolutions of the Board of
Directors are carried into effect. Subject to the direction of the Board of
Directors, he or she shall have general charge of the business, affairs and
property of the Corporation and general supervision over its officers and
agents. He or she may sign and execute in the name of the corporation deeds,
mortgages, bonds, contracts, agreements or other instruments duly authorized by
the Board of Directors, except in cases where the signing and execution thereof
shall be expressly delegated by the Board of Directors to some other officer or
agent. From time to time he or she shall report to the Board of Directors all
matters within his or her knowledge which the interests of the Corporation may
require to be brought to their attention. He or she shall have such other powers
and perform such other duties as may from time to time be prescribed by the
Board of Directors or these By-laws.
Section 4.8 The President. If there is no Chairman of the Board, or in
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the absence of the Chairman of the Board, the President shall be the chief
executive officer of the Corporation. The President shall, subject to the
authority of the Chairman of the Board, if there is one, have all of the powers
and duties granted to and imposed upon the Chairman of the Board. The President
is charged with the day to day supervision of the business, affairs and property
of the Corporation.
Section 4.9 The Vice Presidents. At the request of the President or in
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his or her absence or disability, the Vice President designated by the Board of
Directors shall perform all the duties of the President and, when so acting,
shall have all the powers of and be subject to all restrictions upon the
President. Any Vice President may also sign and execute in the name of the
corporation deeds, mortgages, bonds, contracts, agreements or other instruments
duly authorized by the Board of Directors, except in cases where the signing and
execution thereof shall be expressly delegated by the Board of Directors to some
other officer or agent. Each Vice President shall have such other powers and
perform such other duties as may from time to time be prescribed by the Board of
Directors, or the chairman of the Board, or the President or these By-laws.
Section 4.10 The Secretary. The Secretary shall
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(a) record all the proceedings of the meetings of the
stockholders, the Board of Directors, and any committees in a book or books
to be kept for that purpose;
(b) cause all notice to be duly given in accordance with the
provisions of these By-laws and as required by law;
(c) whenever any committee shall be appointed in pursuance of a
resolution of the Board of Directors, furnish the chairman of such
committee f with a copy of such resolution;
(d) be custodian of the records and of the seal of the
Corporation, and cause such seal to be affixed to or a facsimile to be
reproduced on all certificates representing stock of the Corporation prior
to the issuance thereof
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and to all instruments the execution of which on behalf of the Corporation
under its seal shall have been duly authorized;
(e) see that the lists, books, reports, statements, certificates
and other documents and records required by law are properly kept and
filed;
(f) have charge of the stock and transfer books of the
Corporation, and exhibit such stock book at all reasonable times to such
persons as are entitled by law to have access thereto; and
(g) in general, perform all duties incident to the office of
Secretary and have such other powers and perform such other duties as may
from time to time be prescribed by the Board of Directors, the Chairman of
the Board, the President or these By-laws.
Section 4.11 Assistant Secretaries. At the request of the Secretary or in
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his or her absence or disability, the Assistant Secretary designated by him or
her (or in the absence of such designation, the Assistant Secretary designated
by the Board of Directors or of the Chairman of the Board or the President)
shall perform all the duties of the Secretary, and, when so acting, shall have
all the powers of and be subject to all restrictions upon the Secretary. Each
Assistant Secretary shall have such other powers and perform such other duties
as may from time to time be prescribed by the Board of Directors, the President,
the Secretary or these By-laws.
Section 4.12 The Treasurer. The Treasurer shall
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(a) have charge of and supervision over and be responsible for
the funds, securities, receipts and disbursements of the Corporation;
(b) cause the moneys and other valuable effects of the
Corporation to be deposited in the name and to the credit of the
Corporation in such banks or trust companies or with such bankers or other
depositaries as shall be selected in accordance with Section 5.3 or to be
otherwise dealt with in such manner as the Board of Directors may direct;
(c) cause the funds of the Corporation to be disbursed by checks
or drafts upon the authorized depositories of the Corporation, and cause to
be taken and preserved proper vouchers for all monies disbursed;
(d) render to the Board of Directors, the Chairman of the Board
or the President, whenever requested, a statement of the financial
condition of the Corporation and of all of his or her transactions as
Treasurer;
(e) cause to be kept at the Corporation's principal office
correct books of account of all its business and transactions and such
duplicate books of account as he or she shall determine and upon
application cause such books or duplicates thereof to be exhibited to any
director;
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(f) be empowered, from time to time, to require from the officers
or agents of the Corporation reports or statements giving such information
as he or she may desire with respect to any and all financial transactions
of the Corporation; and
(g) in general, perform all duties incident to the office of
Treasurer and have such other powers and perform such other duties as may
from time to time be prescribed by the Board of Directors, the Chairman of
the Board, the President or these By-laws.
Section 4.13 Assistant Treasurer. At the request of the Treasurer or in
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his or her absence or disability, the Assistant Treasurer designated by him (or
in the absence of such designation, the Assistant Treasurer designated by the
Board of Directors or the President) shall perform all the duties of the
Treasurer, and, when so acting, shall have all the powers of and be subject to
all restrictions upon the Treasurer. Each Assistant Treasurer shall have such
other powers and perform such other duties as may from time to time be
prescribed by the Board of Directors, the Chairman of the Board, the President,
the Treasurer or these By-laws.
Section 4.14 Salaries. The salaries of the officers of the Corporation, if
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any, shall be fixed from time to time by the Board of Directors, except that the
Board of Directors may delegate to any person the power to fix the salaries or
other compensation of any officers or agents appointed in accordance with the
provisions of Section 4.3. No officer shall be prevented from receiving such
salary by reason of the fact that he or she is also a director of the
Corporation.
ARTICLE V
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Section 5.1 Indemnification. The Corporation shall indemnify, in the
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manner and to the full extent permitted by law, any person (or the estate of any
person) who was or is a party to, or is threatened to be made a party to, any
threatened, pending or completed action, suit or proceeding, whether or not by
or in the right of the Corporation, and whether civil, criminal, administrative,
investigative or otherwise, by reason of the fact that such person is or was a
director, officer, employee, fiduciary or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, trustee,
fiduciary, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise. Unless otherwise permitted by law, the
indemnification provided for herein shall be made only as authorized in the
specific case upon a determination, in the manner provided by law, that
indemnification of the director, officer, employee or agent is proper in the
circumstances. The Corporation may, to the full extent permitted by law,
purchase and maintain insurance on behalf of any such person against any
liability which may be asserted against him or her. To the full extent permitted
by law, the indemnification provided herein shall include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement, and, in the
manner provided by law, any such expenses may be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding. The
indemnification provided herein shall not be deemed to limit the right of the
Corporation to indemnify any other person for any such expenses to the full
extent permitted by law, nor shall it be deemed exclusive of any other rights to
which any person seeking
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indemnification from the Corporation may be entitled under any 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.
ARTICLE VI
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Execution of Instruments and
----------------------------
Deposit of Corporate Funds
--------------------------
Section 6.1 Certificates Representing Stock. Certificates representing
-------------------------------
stock in the corporation shall be signed by, or in the name of, the corporation
by any of the designated officers. Any or all the signatures on any such.
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 the
same effect as if he were such officer, transfer agent, or registrar at the date
of issue.
Whenever the corporation shall be authorized to issue more than one class
of stock or more than one series of any class of stock, and whenever the
corporation shall issue any shares of its stock as partly paid stock, the
certificates representing shares of any such class or series or of any such
partly paid stock shall set forth thereon the statements prescribed by the
General Corporation Law. Any restrictions on the transfer or registration of
transfer of any shares of stock of any class or series shall be noted
conspicuously on the certificate representing such shares.
The corporation may issue a new certificate of stock or uncertificated
shares in place of any certificate theretofore issued by it, alleged to have
been lost, stolen, or destroyed, and the Board of Directors may, in their
discretion, require the owner of the lost, stolen, or destroyed certificate, or
his legal representative, to give the corporation a bond sufficient to indemnify
the corporation 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 or uncertificated shares.
Section 6.2 Execution of Instruments (Other Than Stock Certificates)
--------------------------------------------------------
Generally. Any designated officer, subject to the approval of the Board of
- ---------
Directors, may enter into any contract or execute and deliver any instrument in
the name and on behalf of the Corporation. The Board of Directors may authorize
any officer or officers, or agent or agents, to enter into any contract or
execute and deliver any instrument in the name and on behalf of the Corporation,
and such authorization may be general or confined to specific instances.
Section 6.3 Borrowing. No loans or advances shall be obtained or
---------
contracted for, by or on behalf of the Corporation and no negotiable paper shall
be issued in its name, unless and except as authorized by the Board of
Directors. Such authorization may be general or confined to specific instances.
Any officer or agent of the Corporation thereunto so authorized may obtain loans
and advances for the Corporation, and for such loans and advances may make,
execute and deliver promissory notes, bonds, or other evidences of indebtedness
of the Corporation. Any
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officer or agent of the Corporation thereunto so authorized may pledge,
hypothecate or transfer as security for the payment of any and all loans,
advances, indebtedness and liabilities of the Corporation, any and all stocks,
bonds, other securities and other personal property at any time held by the
Corporation, and to that end may endorse, assign and deliver the same and do
every act and thing necessary or proper in connection therewith.
Section 6.4 Deposits. All funds of the Corporation not otherwise employed
--------
shall be deposited from time to time to its credit in such banks or trust
companies or with such bankers or other depositaries as the Board of Directors
may select, or as may be selected by any officer or officers or agent or agents
authorized so to do by the Board of Directors. Endorsements for deposit to the
credit of the Corporation in any of its duly authorized depositaries shall be
made in such manner as the Board of Directors from time to time may determine.
Section 6.5 Checks, Drafts, etc. All checks, drafts or other orders for
-------------------
the payment of money, and all notes or other evidences of indebtedness issued in
the name of the Corporation, shall be signed by such officer or officers or
agent or agents of the Corporation, and in such manner, as from time to time
shall be determined by the Board of Directors.
Section 6.6 Proxies. Proxies to vote with respect to shares of stock of
-------
other corporations owned by or standing in the name of the Corporation may be
executed and delivered from time to time on behalf of the Corporation by the
Chairman, the President or any Vice President or by any other person or persons
thereunto authorized by the Board of Directors.
ARTICLE VII
-----------
Record Dates
------------
Section 7.1 In order that the Corporation 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 be not 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 those
stockholders of record on the date so fixed shall be entitled to any of the
foregoing rights, notwithstanding the transfer of any such stock on the books of
the Corporation after any such record date fixed by the Board of Directors.
ARTICLE VIII
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Restrictions on Transfer of Stock
---------------------------------
Section 8.1. No restrictions on transfer of shares of the Corporation are
imposed by these By-laws, but may be imposed in any other manner permitted by
law.
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ARTICLE IX
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Corporate Seal
--------------
Section 9.1. The corporate seal shall be circular in form and shall bear
the name of the Corporation and words and figures denoting its organization
under the laws of the State of Delaware and year thereof and otherwise shall be
in such form as shall be approved from time to time by the Board of Directors.
ARTICLE X
---------
Fiscal Year
-----------
Section 10.1. The fiscal year of the Corporation shall end at the same time
and on the same date as the fiscal year of
ARTICLE XI
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Amendments
----------
Section 11.1. All By-laws of the Corporation may be amended or repealed,
and new By-laws may be made, by an affirmative majority of the votes cast at any
meeting of the Board of Directors.
I HEREBY CERTIFY that the foregoing is a full, true and correct copy of the
Bylaws of WTA Inc., a Delaware corporation, as in effect on the date hereof.
WITNESS my hand and the seal of the corporation.
Dated: November 8, 1990
/s/ Edwin F. Bush II
___________________________
Secretary of WTA Inc.
(SEAL)
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