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EXHIBIT 3.2
BY-LAWS
OF
THE PLANET TODAY CORPORATION,
a
Delaware Corporation
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Index to By-Laws
Page
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ARTICLE I - Offices .................................................. 1
Section 1. Registered Office ........................................ 1
Section 2. Other Offices ............................................ 1
ARTICLE II - Meetings of Stockholders ................................. 1
Section 1. Annual Meeting ........................................... 1
Section 2. Special Meetings ......................................... 1
Section 3. Notice and Purpose of Meetings ........................... 1
Section 4. Procedure ................................................ 2
Section 5. List of Stockholders ..................................... 2
Section 6. Quorum ................................................... 2
Section 7. Adjournments ............................................. 2
Section 8. Voting; Proxies .......................................... 3
Section 9- Consent of Stockholders in Lieu of Meeting ............... 3
Section 10. Waiver of Notice ......................................... 3
ARTICLE III - Directors ................................................ 4
Section 1. General Powers ........................................... 4
Section 2. Number and Qualifications ................................ 4
Section 3. Election and Term of Office .............................. 4
Section 4. Resignation .............................................. 4
Section 5. Removal of Directors ..................................... 4
Section 6. Vacancies ................................................ 4
Section 7. First Meeting of Newly Elected Directors ................. 4
Section 8. Regular Meetings of Directors ............................ 5
Section 9. Special Meetings of Directors ............................ 5
Section 10. Notice of Special Meetings ............................... 5
Section 11. Quorum and Action by the Board ........................... 5
Section 12. Procedure ................................................ 6
Section 13. Committees of Directors .................................. 6
Section 14. Compensation of Directors ................................ 6
Section 15. Action Without a Meeting ................................. 6
Section 16. Presence at Meeting by Telephone ......................... 7
Section 17. Waiver of Notice ......................................... 7
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Index to By-Laws (continued)
Page
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ARTICLE IV - Officers .................................................. 7
Section 1. Officers .................................................. 7
Section 2. Term of Office ............................................ 7
Section 3. Removal ................................................... 7
Section 4. Resignation ............................................... 8
Section 5. Vacancies ................................................. 8
Section 6. The Chairman .............................................. 8
Section 7. The Vice Chairmen ......................................... 8
Section 8. The Secretary and Assistant Secretaries ................... 8
Section 9. The Treasurer and Assistant Treasurers .................... 8
Section 10. Officers Holding Two or More Offices ...................... 9
Section 11. Duties of Officers May be Delegated ....................... 9
Section 12. Compensation .............................................. 9
Section 13. Security .................................................. 9
ARTICLE V - Indemnification of Officers and Directors ................. 9
Section 1. Right of Indemnification .................................. 9
Section 2. Indemnification in Partial Liability Situations ........... 9
Section 3. Authorization ............................................. 9
Section 4. Advancement of Expenses ................................... 10
Section 5. Other Rights .............................................. 10
Section 6. Insurance ................................................. 10
ARTICLE VI - Shares and Their Transfer ................................. 11
Section 1. Certificates .............................................. 11
Section 2. Issuance of Certificates .................................. 11
Section 3. More Than One Class of Stock .............................. 11
Section 4. Stock Ledger .............................................. 11
Section 5. Transfer of Shares ........................................ 11
Section 6. Registered Stockholders ................................... 12
Section 7. Regulations ............................................... 12
Section 8. Lost, Stolen and Destroyed Certificates ................... 12
Section 9. Fixing of Record Date ..................................... 12
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Index to By-Laws (continued)
Page
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ARTICLE VII - Finances ................................................. 14
Section 1. Corporate Funds ........................................ 14
Section 2. Fiscal Year ............................................ 14
Section 3. Dividends; Reserves .................................... 14
Section 4. Loans to Employees and Officers ........................ 14
ARTICLE VIII - Corporate Seal ......................................... 15
Section 1. Form of Seal ........................................... 15
Section 2. Use of Seal ............................................ 15
ARTICLE IX - Amendment .............................................. 15
Section 1. Procedure for Amending By-Laws ......................... 15
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BY-LAWS
of
THE PLANET TODAY CORPORATION
ARTICLE I
Offices
Section 1. Registered Office. The registered office of the
corporation shall be in the City of Dover, County of Kent, State of Delaware.
Section 2. Other Offices. The corporation may also have offices at
such other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the corporation
may require.
ARTICLE II
Meetings of Stockholders
Section 1. Annual Meeting. The annual meeting of stockholders of the
corporation for the election of directors and for the transaction of other
business shall be held at such time and such place within or without the State
of Delaware as shall be determined by the Board of Directors or the Chairman
and stated in the notice of the meeting or in a duly executed waiver of notice
thereof.
Section 2. Special Meetings. A special meeting of stockholders may be
called by the Board of Directors or the Chairman, and shall be called by the
Chairman, the Secretary or an Assistant Secretary at the request in writing of
a majority of the Board of Directors, or at the request in writing of the
holders of record of a majority of the outstanding shares of the stock of the
corporation entitled to vote at the meeting. Each special meeting of
stockholders shall be held at such time and place within or without the State
of Delaware as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof. Business transacted at any special meeting
of stockholders shall be limited to the purpose or purposes stated in the
notice of the meeting.
Section 3. Notice and Purpose of Meetings. Written notice of each
meeting of stockholders stating the place, date and hour of the meeting and, in
the case of a special
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meeting, the purpose or purposes for which the meeting is called, shall be
given not less than ten (10) nor more than sixty (60) days before the meeting
to each stockholder of record entitled to vote at the meeting. If mailed, such
notice shall be deemed to be given when deposited in the United States mail,
first-class postage prepaid, directed to each stockholder at his address as it
appears on the records of the corporation.
Section 4. Procedure. At each meeting of stockholders the order of
business and all other matters of procedure may be determined by the person
presiding at the meeting.
Section 5. List of Stockholders. The officer who has charge of the
stock ledger of the corporation shall prepare and make, at least ten (10) days
before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing
the address of each stockholder and the number of shares of the stock of the
corporation registered in the name of each stockholder. Such list shall be open
to examination by any stockholder for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten (10) days prior to
the meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.
Section 6. Quorum. Except as otherwise required by law or the
certificate of incorporation, a quorum at all meetings of stockholders shall
consist of the holders of record of not less than a majority of the outstanding
shares of the stock of the corporation entitled to vote at the meeting, present
in person or represented by proxy, except when the stockholders are required to
vote by class, in which event the holders of record of not less than a majority
of the outstanding shares of the appropriate class shall be present in person
or represented by proxy.
Section 7. Adjournments. The stockholders entitled to vote who are
present in person or represented by proxy at any meeting of stockholders,
whether or nor a quorum shall be present at the meeting, shall have the power
by a majority of the votes cast to adjourn the meeting from time to time
without notice other than announcement at the meeting of the time and place to
which the meeting is adjourned. At any adjourned meeting held without notice at
which a quorum shall be present any business may be transacted that might have
been transacted on the original date of the meeting. If the adjournment is for
more than thirty (30) days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the adjourned meeting.
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Section 8. Voting; Proxies. Unless otherwise provided in the
certificate of incorporation, each stockholder of record shall be entitled at
every meeting of stockholders to one vote for each share of the stock of the
corporation standing in his or her name on the record of stockholders on the
record date fixed for the meeting or, if no record date for the meeting was
fixed, on the date of the meeting. Each stockholder entitled to vote at a
meeting of stockholders or to express consent or dissent to corporate action in
writing without a meeting may act in person or may authorize another person or
persons to act for him or her by proxy, but no proxy shall be voted or acted
upon after three (3) years from its date unless it provides for a longer
period.
Directors elected at any meeting of stockholders shall, except as
otherwise required by law, be elected by a plurality of the votes cast. All
other corporate action to be taken by vote of stockholders shall, except as
otherwise required by law or the certificate of incorporation, be authorized by
a majority of the outstanding shares of the stock of the corporation entitled
to vote thereon. Unless otherwise provided in the certificate of incorporation,
the vote for directors shall be by ballot, but the vote upon any other question
before a meeting of stockholders shall not be by ballot unless required by law
or unless the person presiding at such meeting shall so direct or unless any
stockholder present in person or by proxy and entitled to vote thereon shall so
demand.
Section 9. Consent of Stockholders in Lieu of Meeting. Unless
otherwise provided in the certificate of incorporation, any action required to
be taken at any annual or special meeting of stockholders, or any action
(including, without limitation, adoption, amendment or repeal of by-laws) which
may be taken at any annual or special meeting of stockholders, may be taken
without a meeting, without prior notice and without a vote, if a consent or
consents in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock of the corporation 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.
Section 10. Waiver of Notice. Whenever notice is required by law or
these by-laws to be given to any stockholder, a written waiver thereof, signed
by such stockholder in person or by proxy, whether before or after the time
stated therein, shall be deemed equivalent to notice. The attendance of any
stockholder at a meeting in person or by proxy shall constitute a waiver of
notice of such meeting, except when the person attends a meeting for the
express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
annual or special meeting of the stockholders need be specified in any written
waiver of notice.
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ARTICLE III
Directors
Section 1. General Powers. The business and affairs of the
corporation shall be managed by or under the direction of its Board of
Directors.
Section 2. Number and Qualifications. The Board of Directors shall
consist of one or more members. The exact number of directors shall be fixed
from time to time by action of the stockholders or by vote of a majority of the
entire Board of Directors.
Section 3. Election and Term of Office. Except as otherwise required
by law or these by-laws, each director shall be elected at the annual meeting
of stockholders of the corporation and shall hold office until the next annual
meeting of stockholders and until his or her successor has been elected and
qualified, or until his or her earlier death, resignation or removal.
Section 4. Resignation. Any director may resign at any time by giving
written notice to the corporation. Such resignation shall take effect at the
time specified therein; unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
Section 5. Removal of Directors. Except as otherwise provided by law,
any director or the entire Board of Directors may be removed, with or without
cause, by the holders of a majority of the shares of the stock of the
corporation then entitled to vote at an election of directors.
Section 6. Vacancies. Newly created directorships and vacancies in
the Board of Directors, including vacancies resulting from the resignation of
directors effective immediately or at a future date or from the removal of
directors, with or without cause, may be filled by vote of the stockholders, by
vote of a majority of the directors then in office (including directors whose
resignations are effective at a future date), although less than a quorum, or
by the sole remaining director. Each director so chosen shall hold office until
the next annual meeting of stockholders or until his or her successor has been
elected and qualified or until his or her earlier resignation or removal. A
vote to fill a vacancy or vacancies created by the resignation or resignations
of a director or directors effective at a future date shall take effect when
the resignation or resignations become effective.
Section 7. First Meeting of Newly Elected Directors. The first
meeting of the newly elected Board of Directors may be held immediately after
the annual meeting of stockholders and at the same place as the annual meeting
of stockholders, provided a
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quorum is present, and no notice of the meeting shall be necessary. In the
event the first meeting of the newly elected Board of Directors is not held at
said time and place, it shall be held as provided in Section 8 or 9 of this
Article.
Section 8. Regular Meetings of Directors. Regular meetings of the
Board of Directors may be held without notice at such time and such place
within or without the State of Delaware as may be fixed from time to time by
resolution of the Board of Directors. If any day fixed for a regular meeting
shall be a legal holiday at a place where the meeting is to be held, then the
meeting which would otherwise be held on that day shall be held at the same
hour on the next succeeding business day.
Section 9. Special Meetings of Directors. A special meeting of the
Board of Directors may be called by the Chairman, or, in the absence or
disability of the Chairman, any Vice Chairman, or by a majority of the
directors, or if there is only one director by that one director. Each special
meeting of the Board of Directors may be held at such time and place within or
without the State of Delaware as shall be stated in the notice of the meeting
or in a duly executed waiver of notice thereof.
Section 10. Notice of Special Meetings. Notice of each special
meeting of the Board of Directors, stating the time and place thereof, shall be
given by the Chairman, any Vice Chairman, the Secretary, any Assistant
Secretary or any member of the Board of Directors, to each member of the Board
of Directors (a) not less than three (3) days before the meeting by depositing
the notice in the United States mail, with first-class postage thereon prepaid,
directed to each member of the Board of Directors at the address designated by
him or her for such purpose (or, if none is designated, at his or her last
known address), or (b) not less than twenty-four (24) hours before the meeting
by either (i) delivering the same to each member of the Board of Directors
personally, (ii) sending the same by telephone, telegraph, cable or wireless to
the address designated by him or her for such purposes (or, if none is
designated, to his or her last known address), or (iii) delivering the notice
to the address designated by him or her for such purpose (or, if none is
designated, to his or her last known address). The notice of any meeting of the
Board of Directors need not specify the purpose or purposes for which the
meeting is called, except as otherwise required by law or these by-laws.
Section 11. Quorum and Action by the Board. At all meetings of the
Board of Directors, except as otherwise required by law or these by-laws, a
quorum shall be required for the transaction of business and shall consist of
not less than a majority of the entire Board of Directors. All actions taken by
the Board of Directors shall be approved by a vote of a majority of the entire
Board of Directors. A majority of the directors present, whether or not a
quorum is present, may adjourn any meeting to another time and place without
notice other than announcement at the meeting of the time and place to which
the meeting is adjourned.
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Section 12. Procedure. The order of business and all other matters of
procedure at every meeting of the Board of Directors may be determined by the
person presiding at the meeting.
Section 13. Committees of Directors. The Board of Directors may, by
resolution adopted by vote of a majority of the entire Board of Directors,
designate one or more committees, each committee to consist of one or more of
the directors of the corporation. The Board may designate one or more directors
as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. In the absence or
disqualification of any member or alternate member of a committee, the member
or members thereof present at any meeting and not disqualified from voting,
whether or not he, she or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member or alternate member. Any such committee,
to the extent provided in the resolution of the Board of Directors, shall have
and may exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the corporation, and may authorize
the seal of the corporation to be affixed to all papers which may require it;
but no such committee shall have the power or authority of the Board of
Directors in reference to amending the certificate of incorporation, adopting
any agreement or merger or consolidation, recommending to the stockholders the
sale, lease or exchange of all or substantially all of the corporation's
property and assets, recommending to the stockholders a dissolution of the
corporation or a revocation of a dissolution, declaring a dividend or
authorizing the issuance of stock. Each such committee shall keep regular
minutes of its proceedings and report the same to the Board of Directors when
required. A majority vote of all the members of any such committee may fix its
rules or procedure, determine its actions and fix the time and place within or
without the State of Delaware for its meetings and specify the number of
members required to constitute a quorum and what notice thereof, if any, shall
be given, unless the Board of Directors shall otherwise provide. The Board of
Directors may at any time fill vacancies in, change the membership of or
discharge any such committee.
Section 14. Compensation of Directors. The Board of Directors shall
have the authority to fix the compensation of directors. The directors may be
paid their expenses, if any, of attendance at each meeting of the Board of
Directors and may be paid a fixed sum for attendance at each meeting of the
Board of Directors or a stated salary as director. No such payment shall
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor. Members of committees of the Board of
Directors may be allowed like compensation for attending committee meetings.
Section 15. Action Without a Meeting. Any action required or
permitted to be taken by the Board of Directors or any committee thereof may be
taken without a
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meeting if all members of the Board of Directors or the committee consent in
writing to the adoption of a resolution authorizing the action. The resolution
and the written consents thereto by the members of the Board of Directors or
committee shall be filed with the minutes of the proceedings of the Board of
Directors or committee.
Section 16. Presence at Meeting by Telephone. Members of the Board of
Directors or any committee thereof may participate in a meeting of the Board of
Directors 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. Participation in a meeting by such means shall
constitute presence in person at the meeting.
Section 17. Waiver of Notice. Whenever notice is required by law or
these by-laws to be given to any director, a written waiver thereof, signed by
such director, whether before or after the time stated therein, shall be deemed
equivalent to notice.
ARTICLE IV
Officers
Section 1. Officers. The Board of Directors may annually, and at the
first meeting of the Board of Directors, after the annual meeting of
stockholders, elect or appoint a Chairman, one or more Vice Chairmen, a
Secretary, and a Treasurer. The Board of Directors may from time to time elect
or appoint such additional officers as it may determine. Such additional
officers shall have such authority and perform such duties as the Board of
Directors may from time to time prescribe.
Section 2. Term of Office. The Chairman, the Secretary and any other
officers appointed by the Board of Directors shall each, unless otherwise
determined by the Board of Directors, hold office until the first meeting of
the Board of Directors following the next annual meeting of stockholders and
until his or her successor has been elected and qualified, or until his or her
earlier death, resignation or removal. Each additional officer appointed or
elected by the Board of Directors shall hold office for such term as shall be
determined from time to time by the Board of Directors and until his or her
successor has been elected or appointed and qualified, or until his or her
earlier death, resignation or removal.
Section 3. Removal. Any officer may be removed or have his or her
authority suspended by the Board of Directors at any time, with or without
cause.
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Section 4. Resignation. Any officer may resign at any time by giving
written notice to the corporation. Such resignation shall take effect at the
time specified therein; unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
Section 5. Vacancies. A vacancy in any office arising for any reason
may be filled by the Board of Directors.
Section 6. The Chairman. The Chairman shall be the chief executive
officer of the corporation. He or she shall preside at all meetings of
stockholders and of the Board of Directors. He or she shall have the powers and
duties of immediate supervision and management of the corporation which usually
pertain to his or her office, and shall perform all such other duties as are
properly required of him or her by the Board of Directors.
Section 7. The Vice Chairmen. The Vice Chairmen may be designated by
such title or titles as the Board of Directors may determine, and each Vice
Chairman in such order of seniority as may be determined by the Board of
Directors shall, in the absence or disability of the Chairman, or at his or her
request, perform the duties and exercise the powers of the Chairman. Each of
the Vice Chairmen also shall have such powers as usually pertain to his or her
office and shall perform such duties as usually pertain to his or her office or
as are properly required of him or her by the Board of Directors.
Section 8. The Secretary and Assistant Secretaries. The Secretary
shall issue notices of all meetings of stockholders and of the Board of
Directors where notices of such meetings are required by law or these by-laws.
He or she shall attend meetings of stockholders and of the Board of Directors
and keep the minutes thereof in a book or books to be provided for that
purpose. He or she shall affix the corporate seal to and sign such Instruments
as require the seal and his or her signature and shall perform such other
duties as usually pertain to his or her office or as are properly required of
him or her by the Board of Directors.
The Assistant Secretaries may, in the absence or disability of the
Secretary, or at his or her request or the request of the Chairman, perform the
duties and exercise the powers of the Secretary, and shall perform such other
duties as the Board of Directors shall prescribe.
Section 9. The Treasurer and Assistant Treasurers. The Treasurer
shall have the care and custody of all the monies and securities of the
corporation. He or she shall cause to be entered in books of the corporation to
be kept for that purpose full and accurate accounts of all monies received by
him or her and paid by him or her on account
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of the corporation. He or she shall make and sign such reports, statements and
instruments as may be required of him or her by the Board of Directors or by
the laws of the United States or of any state, country or other jurisdiction in
which the corporation transacts business, and shall perform such other duties
as usually pertain to his or her office or as are properly required of him or
her by the Board of Directors.
The Assistant Treasurers may, in the absence or disability of the
Treasurer, or at his or her request or the request of the Chairman, perform the
duties and exercise the powers of the Treasurer, and shall perform such other
duties as the Board of Directors shall prescribe.
Section 10. Officers Holding Two or More Offices. Any two or more
offices may be held by the same person.
Section 11. Duties of Officers May be Delegated. In case of the
absence or disability of any officer of the corporation, or in case of a
vacancy in any office or for any other reason that the Board of Directors may
deem sufficient, the Board of Directors, except as otherwise provided by law,
may temporarily delegate the powers or duties of any officer to any other
officer or to any director.
Section 12. Compensation. The compensation of all officers shall be
determined by the Board of Directors. The compensation of all other employees
shall be fixed by the Chairman within such limits as may be prescribed by the
Board of Directors.
Section 13. Security. The corporation may secure the fidelity of any
or all of its officers or agents by bond or otherwise, as may be required from
time to time by the Board of Directors.
ARTICLE V
Indemnification of Officers and Directors
Section 1. Right of Indemnification. Each director and officer of the
corporation, whether or not then in office, shall be indemnified by the
corporation against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her for
the defense of, or in connection with, any threatened, pending or completed
actions or proceedings and appeals therein, whether civil, criminal,
administrative or investigative, in accordance with and to the fullest extent
permitted by the General Corporation Law of the State of Delaware or other
applicable law, as such law now exists or may hereafter be adopted or amended.
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Section 2. Indemnification in Partial Liability Situations. To the
extent that a director or officer of the corporation has been successful on the
merits or otherwise in defense of any action, suit or proceeding referred to in
Section 1 of this Article, or in defense of any claim, issue or matter therein,
he shall be indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by him or her in connection therewith.
Section 3. Authorization. Any indemnification under Section 1 of this
Article (unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of
the director or officer is proper in the circumstances because he or she has
met the applicable standard of conduct provided by the General Corporation Law
of the State of Delaware. Such determination shall be made (1) by the Board of
Directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (2) if such a quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by the
stockholders.
Section 4. Advancement of Expenses. Expenses (including attorney's
fees) incurred in defending a civil, criminal, administrative or investigative
action, suit or proceeding, or threat thereof, may be paid by the corporation
in advance of the final disposition of such action, suit or proceeding, as
authorized by the Board of Directors in the specific case upon receipt of an
undertaking by or on behalf of the director or officer to repay such amount if
it shall ultimately be determined that he or she is not entitled to be
indemnified by the corporation as authorized in this Article or by the General
Corporation Law of Delaware.
Section 5. Other Rights. The indemnification of expenses provided by
this Article shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors, statute, court decision or otherwise,
now or hereafter in effect, both as to action in his or her official capacity
and as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director or officer and shall
inure to the benefit of the heirs, executors and administrators of such a
person.
Section 6. Insurance. The corporation may purchase and maintain
insurance on behalf of any person who is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, partnership, joint venture, trust
or other enterprise, against any liability asserted against and incurred by
such person in any such capacity, or arising out of such person's status as
such, whether or not the corporation would have the power to indemnify such
person against such liability under the provisions of this Article or of the
General Corporation Law of Delaware.
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ARTICLE VI
Shares and Their Transfer
Section 1. Certificates. Every stockholder of the corporation shall
be entitled to a certificate or certificates, to be in such form as the Board
of Directors shall prescribe, certifying the number of shares of the stock of
the corporation owned by him or her.
Section 2. Issuance of Certificates. Certificates representing shares
of stock of the corporation shall be numbered in the order in which they are
issued and shall be signed by the Chairman or any Vice Chairman and the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary
of the corporation. Any or all of the Signatures on the certificate may be a
facsimile.
Section 3. More Than One Class of Stock. If the corporation shall be
authorized to issue more than one class of stock or more than one series of any
class, the powers, designations, preferences and relative participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences rights
shall be set forth in full or summarized on the face or back of the certificate
which the corporation shall issue to represent such class or series of stock,
provided that, except for restrictions on transfer of stock (as provided in
Section 202 of the General Corporation Law of Delaware), in lieu of the
foregoing requirements, there may be set forth on the face or back of the
certificate which the corporation shall issue to represent such class or series
of stock, a statement that the corporation will furnish without charge to each
stockholder who so requests the powers, designations, preferences and relative
participating, optional or other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.
Section 4. Stock Ledger. A record shall be kept by the Secretary or
by any other officer designated by the Board of Directors, of the name of the
individual, firm or corporation holding the shares of the stock of the
corporation represented by each certificate, the number of shares represented
by such certificate, the date of issue thereof and, in case of cancellation,
the date of cancellation thereof.
Section 5. Transfer of Shares. Upon surrender to the corporation of a
certificate representing shares of the stock of the corporation duly endorsed
or accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, to cancel the old certificate and to record the
transaction upon its books. Whenever any transfer of shares shall be made for
collateral security, and not absolutely, it shall be so
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expressed in the entry of the transfer if, when the certificates are presented
to the corporation for transfer, both the transferor and transferee request the
corporation to do so.
Section 6. Registered Stockholders. The corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares of the stock of the corporation to receive dividends, and to
vote as such owner, and to hold liable for call and assessment a person
registered on its books as the owner of such shares, and shall not be bound to
recognize any equitable or other claim to or interest in such shares on the
part of any other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by the laws of Delaware.
Section 7. Regulations. The Board of Directors may make such rules
and regulations as it may deem expedient, not inconsistent with law, the
certificate of incorporation or these by-laws, concerning the issue, transfer
and registration of certificates representing shares of stock of the
corporation. It may appoint, or authorize any officer or officers to appoint,
one or more transfer clerks or one or more transfer agents or one or more
registrars, and may require all such certificates to bear the signature or
signatures of any of them.
Section 8. Lost, Stolen, and Destroyed Certificates. The Board of
Directors may in its discretion cause a new certificate representing shares of
the stock of the corporation to be issued in place of any certificate
theretofore issued by the corporation alleged to have been lost, stolen or
destroyed, upon satisfactory proof of that fact by the person claiming the
certificate to have been lost, stolen or destroyed; but the Board of Directors
may in its discretion refuse to issue a new certificate except upon the order
of a court having jurisdiction in such matters. When authorizing such issue of
a new certificate, the Board of Directors may, in its discretion, and as a
condition precedent to the issuance thereof, require the owner of such lost,
stolen or destroyed certificate, or his legal representative, to give the
corporation a bond sufficient to indemnify it against any claim that may be
made against it on account of the alleged loss, theft or destruction of any
such certificate or the issuance of such new certificate.
Section 9. Fixing of Record Date. 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, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and
which record date shall not be more than sixty nor less than ten days before
the date of such meeting. If no record date is fixed by the Board of Directors,
then the record date shall be at the close of business on the day next
preceding the day on which notice is given or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held, and
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In order that the corporation may determine the stockholders entitled
to consent to corporate action in writing without a meeting, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which date shall not be more than ten days after the date upon
which the resolution fixing the record date is adopted by the Board of
Directors. The record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting, when no prior action
by the Board of Directors is necessary, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken
is delivered to the corporation by delivery to its registered office in this
State, its principal place of business, or an officer or agent of the
corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. If no record date has been fixed by the Board of
Directors and prior action by the Board of Directors is required, the record
date shall be at the close of business on the day on which the Board of
Directors adopts the resolution taking such prior action.
In order that the corporation may determine the stockholders entitled
to receive payment of any dividend or other distribution or allotment of any
rights or the stockholders 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 a record date, which record date shall
not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than sixty days prior to such
action. If no record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto.
Only such stockholders as shall be stockholders of record on the date
so fixed shall be entitled to notice of and to vote at such meeting of
stockholders and any adjournment thereof, or to receive payment of such
dividend or such other distribution or such allotment of rights, or to exercise
such rights in respect of any such change, conversion or exchange of shares of
the stock of the corporation, or to participate in such other action, or to
give such consent, as the case may be, notwithstanding any transfer of any
shares of the stock of the corporation on the books of the corporation after
any such record date so fixed. A determination of stockholders of record
entitled to notice of or to vote at any meeting of stockholders shall apply to
any adjournment of the meeting; provided, however, that the Board of Directors
may fix a new record date for the adjourned meeting.
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ARTICLE VII
FINANCES
Section 1. Corporate Funds. The funds of the corporation shall be
deposited in its name with such banks, trust companies or other depositories as
the Board of Directors may from time to time designate. All checks, notes,
drafts and other negotiable instruments of the corporation shall be signed by
such officer or officers, employee or employees, agent or agents as the Board
of Directors may from time to time designate. No officers, employees or agents
of the corporation, alone or with others, shall have power to make any checks,
notes, drafts or other negotiable instruments in the name of the corporation or
to bind the corporation thereby, except as provided in this Section 1.
Section 2. Fiscal Year. The fiscal year of the corporation shall be
the calendar year unless otherwise provided by the Board of Directors.
Section 3. Dividends; Reserves. Dividends upon the stock of the
corporation, payable out of funds legally available therefor, may be declared
by the Board of Directors at any regular or special meeting. Dividends may be
paid in cash, in property, or in shares of the stock of the corporation. Before
declaring any dividend, the Board of Directors may set aside out of any funds
of the corporation legally available for dividends such sum or sums as the
Board of Directors from time to time in its discretion shall deem proper as a
reserve for working capital, for contingencies, for equalizing dividends or for
such other purpose or purposes as the Board of Directors shall deem conducive
to the interests of the corporation, and the Board of Directors may modify or
abolish any such reserve in the manner in which it was created.
Section 4. Loans to Employees and Officers. The corporation may lend
money to, or guarantee any obligation of, or otherwise assist any officer or
other employee of the corporation, including any officer or employee who is
also a director of the corporation, whenever in the judgment of the Board of
Directors such loan, guaranty or assistance may reasonably be expected to
benefit the corporation. The loan, guaranty or other assistance may be with or
without interest, and may be unsecured, or secured in such manner as the Board
of Directors shall approve, including, without limitation, a pledge of shares
of stock of the corporation.
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ARTICLE VIII
Corporate Seal
Section 1. Form of Seal. The corporate seal shall have inscribed
thereon the name of the corporation, the year of its incorporation and the words
"Corporate Seal" and "Delaware", and shall otherwise be in such form as shall be
prescribed from time to time by the Board of Directors.
Section 2. Use of Seal. The corporate seal may be used by causing it
or a facsimile thereof to be impressed or affixed or reproduced in any manner.
ARTICLE IX
Amendments
Section 1. Procedure for Amending By-Laws. By-laws of the corporation
may be adopted, amended or repealed (a) at any meeting of stockholders, notice
of which shall have referred to the proposed action, by the holders of a
majority of the shares of the corporation then entitled to vote at an election
of directors, and (b) if the power to adopt, amend or repeal by-laws shall have
been conferred upon the directors in the certificate of incorporation, at any
meeting of the Board of Directors, notice of which shall have referred to the
proposed action, by the vote of a majority of the entire Board of Directors.
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