Exhibit 3.16
AMENDED & RESTATED BY-LAWS
OF
GENERAL DYNAMICS GOVERNMENT SYSTEMS CORPORATION
ADOPTED AS OF SEPTEMBER 15, 2000
ARTICLE I
OFFICES
Section 1. Registered Office and Agent. The name of the
corporation's registered agent and the office of its registered office in the
State of Delaware are as follows:
Corporation Service Company
Section 2. Principal Office. The address of the principal office of
the corporation is as follows:
2711 Centerville Road, Suite 400
Wilmington, Delaware 19808
Section 3. Other Offices. The corporation may also have an office or
offices at such other place or places, within or without the State of
Delaware, as the board of directors may from time to time designate or the
business of the corporation may require.
ARTICLE II
STOCKHOLDERS
Section 1. Annual Meetings. The annual meeting of the stockholders
shall be held at such time and place and on such date in each year within or
without the State of Delaware, as may be determined by the board of directors
and as shall be designated in the notice of the meeting.
Section 2. Purposes of Annual Meeting. The annual meeting of the
stockholders shall be held for the purpose of electing directors and for the
transaction of such other business as may properly be brought before the
meeting, notice of which shall be given in the notice of the meeting.
Section 3. Failure to Elect Directors at Annual Meeting. If the
election of directors shall not be held on the day designated for any annual
meeting, or at any adjournment thereof, the board of directors shall cause the
election to be held at a special meeting of the stockholders as soon
thereafter as convenient. At such meeting, the stockholders may elect
directors and transact other business with the same force and effect as at an
annual meeting.
Section 4. Special Meetings. Special meetings of the stockholders
shall be held at such time and place and on such date in each year, within or
without the State of Delaware, as may be determined by the person or persons
calling the meeting and as shall be designated in the notice of the meeting.
Special meetings of the stockholders may be called by the board of directors,
the Chairman of the Board of Directors (sometimes hereafter in these by-laws,
the "Chairman"), or the President and shall be called by the Chairman, the
President, or the Secretary at the request in writing of stockholders owning
at least one-fifth of the issued and outstanding shares of capital stock of
the corporation entitled to vote. Calls for such meetings shall specify the
purposes thereof and no business other than that specified in the call shall
be considered at any special meeting.
Section 5. Notice of Meetings and Adjourned Meetings. Unless waived
as provided below, and except as provided in Section 230 of the General
Corporation Law of the State of Delaware, not less than ten nor more than
sixty days before any stockholders' meeting, the Chairman, the President, the
Secretary, or an Assistant Secretary shall give each stockholder entitled to
vote at the meeting written notice of the place, date, and hour of the meeting
and the purpose or purposes for which the meeting is called. Such notice shall
be mailed to each stockholder at his address as it appears on the
corporation's records. When a meeting is adjourned to another time or place,
notice need not be given if the time and place of the adjourned meeting are
announced at the meeting at which the adjournment is taken. If the adjournment
is for a period of more than thirty days, or if, after the adjournment, a new
record date is fixed for the adjourned meeting, notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote. Except
as otherwise expressly provided by statute, no publication of any notice of a
stockholders' meeting shall be required. Any stockholder, either before or
after any meeting, may waive any notice required to be given by law or
pursuant to these by-laws.
Section 6. Quorum. Except as otherwise provided by law or the
Certificate of Incorporation, the presence, in person or by proxy, of the
holders of record of a majority of the shares of the capital stock of the
corporation then issued and outstanding and entitled to vote at the meeting
shall constitute a quorum for the transaction of business to be considered at
such meeting; provided, however, that no action required by law or by the
Certificate of Incorporation or these by-laws to be authorized as taken by the
holders of a designated proportion of a particular class or series of shares
may be authorized or taken by a lesser proportion and provided, further, that
if a separate class vote is required with respect to any matter, the holders
of a majority of the outstanding shares of such class, present in person or by
proxy, shall constitute a quorum of such class, and, except as otherwise
provided by law or the Certificate of Incorporation, the affirmative vote of a
majority of shares of such class so present shall be the act of such class. In
the absence of a quorum at any meeting or any adjournment thereof, a majority
of those present, in person or by proxy and entitled to vote, may adjourn the
meeting from time to time. At any adjourned meeting at which a quorum is
present, any business which might have been transacted at the meeting as
originally called may be transacted.
Section 7. Organization. Meetings of the stockholders shall be
presided over by the Chairman, or if he is not present, by the President, or,
if neither the Chairman nor the President is present, by a chairman to be
chosen by a majority of the stockholders entitled to vote who are present in
person or by proxy at the meeting. The Secretary of the corporation, or in the
Secretary's absence, an Assistant Secretary, shall act as secretary of every
meeting of the stockholders but, if
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neither the Secretary nor an Assistant Secretary is present, the meeting shall
choose any person present thereat to act as secretary of the meeting.
Section 8. Voting. Except as otherwise provided by law or the
Certificate of Incorporation, and subject to the provisions of Sections 4 and
5 of Article VI of these by-laws, at every meeting of the stockholders, each
stockholder of the corporation entitled to vote at the meeting shall have one
vote, in person or by proxy, for each share of stock having voting rights held
by the stockholder. Any stockholder entitled to vote may do so either in
person or by proxy appointed by an instrument in writing, subscribed by such
stockholder or by the stockholder's attorney thereunto authorized and
delivered to the secretary of the meeting; provided, however, that no proxy
shall be voted on after three years from its date unless the proxy provides
for a longer period. Except as otherwise required by law, the Certificate of
Incorporation or these by-laws, all matters coming before any meeting of the
stockholders shall be decided by the vote of a majority in interest of the
stockholders present, in person or by proxy, at the meeting and entitled to
vote, a quorum being present. Unless otherwise provided in the Certificate of
Incorporation, voting at all elections for directors need not be by ballot and
shall not be cumulative.
Section 9. Voting of Shares by Certain Holders.
A. Shares standing in the name of another corporation, domestic
or foreign, may be voted by such officer, agent, or proxy as the by-laws of
the other corporation may prescribe, or, in the absence of an appropriate
provision, as the board of directors of the other corporation may determine.
B. Shares standing in the name of a deceased person may be
voted by the decedent's administrator or executor. Shares standing in the name
of a guardian, conservator, or trustee may be voted by such fiduciary, but no
guardian, conservator, or trustee shall be entitled, as such fiduciary, to
vote shares held by such fiduciary without a transfer of such shares into the
fiduciary's name.
C. Shares standing in the name of a receiver may be voted by
the receiver. Shares held by or under the control of a receiver may be voted
by the receiver without transfer thereof into the receiver's name if the
authority so to do is contained in an appropriate order of the court by which
the receiver was appointed.
D. A stockholder whose shares are pledged shall be entitled to
vote the pledged shares unless, in the transfer by the pledgor on the
corporation's books, the pledgor has expressly empowered the pledgee to vote
thereon, in which case only the pledgee may vote thereon
E. Shares of its own capital stock belonging to the corporation
or to another corporation, if a majority of the shares entitled to vote in the
election of directors of such other corporation is held, directly or
indirectly, by the corporation, shall neither be entitled to vote nor counted
for quorum purposes; provided, however, that nothing herein shall be construed
as limiting the right of the corporation to vote stock, including but not
limited to its own capital stock, held by it in a fiduciary capacity.
F. If shares are registered in the names of two or more
persons, or if two or more persons have the same fiduciary relationship
respecting the same shares, unless the Secretary is
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given written notice to the contrary and is furnished with a copy of the
instrument or order appointing such persons or creating the relationship so
providing, their acts with respect to voting shall have the following effect:
(a) if only one votes, the voter's act binds all;
(b) if more than one votes, the act of the majority so
voting binds all;
(c) if the vote is evenly split, each faction may vote
on the stock proportionately unless otherwise ordered by a
court pursuant to the laws of the State of Delaware.
If an instrument showing that tenancy is held in unequal shares is filed with
the Secretary, a majority or even-split shall be determined by interest.
Section 10. List of Stockholders. A complete list of the stockholders
entitled to vote at each meeting of the stockholders, arranged in alphabetical
order and the number of shares registered in the name of each stockholder,
shall be prepared by the Secretary or other officer of the corporation having
charge of the stock ledger, at least ten days before the meeting. Such list
shall be open to the examination of any stockholder, for any purpose germane
to the meeting, during ordinary business hours, for a period of at least ten
days prior to the meeting, either at a place within the city, town, or village
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, and the list shall be produced and kept at the time and place of the
meeting during the whole time thereof for inspection by any stockholder who
may be present.
Section 11. Inspectors. At any meeting of the stockholders, the
chairman of the meeting may, or upon the request of any one or more
stockholders or proxies holding or representing not less than ten percent of
the outstanding shares shall, appoint one or more persons as inspectors for
such meeting. Such inspectors shall ascertain and report the number of shares
represented at the meeting, based upon their determination of the validity and
effect of proxies; count all votes and report the results: and do all such
other acts as are proper to conduct the election and voting with impartiality
and fairness. Each report of an inspector shall be in writing and signed by
the inspector or by a majority of them if there be more than one inspector
acting at such meeting. If there is more than one inspector, the report of a
majority shall be the report of the inspectors. The report of the inspector or
inspectors on the number of shares represented at the meeting and the results
of the voting shall be prima facie evidence thereof.
Section 12. Informal Action by Stockholders. Except as otherwise
provided by the Certificate of Incorporation, any action required to be taken
at a meeting of the stockholders, or any other action which may be taken at a
meeting of the stockholders, may be taken without a meeting, without prior
notice and without a vote, if a written consent, 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 were present and
voted. Prompt notice of the taking of corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not consented in writing.
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ARTICLE III
DIRECTORS
Section 1. Power, Number, and Term of Directors. Except as otherwise
provided by law or the Certificate of Incorporation, the property, affairs,
and business of the corporation shall be managed by its board of directors,
consisting of not less than one nor more than ten persons, as fixed from time
to time by resolution of the board of directors or stockholders. Subject to
Section 3 of Article II above, directors shall be elected at the annual
meeting of the stockholders and each director shall be elected to serve for
one year and until the director's successor is elected and qualified or until
the director's earlier resignation or removal. The directors shall have power,
from time to time and at any time when the stockholders as such are not
assembled in a meeting, to increase or decrease their own number by an
amendment to these by-laws. If the number of directors is increased, the
additional directors may be elected by a majority of the directors in office
at the time of the increase, or if not so elected prior to the next meeting of
the stockholders, the additional directors shall be elected by the
stockholders. Directors need not be stockholders of the corporation.
Section 2. Quorum. A majority of the members of the board of
directors in office shall constitute a quorum for the transaction of business;
provided, however, a majority of directors then in office shall constitute a
quorum for filling a vacancy on the board. If at any meeting of the board of
directors a quorum shall not be present, a majority of the directors present
may, without further notice, adjourn the meeting from time to time until a
quorum shall have been obtained.
Section 3. Vacancies. In case one or more vacancies shall occur in
the board of directors by reason of death, resignation, or otherwise, except
insofar as otherwise provided in the case of a vacancy or vacancies occurring
by reason of removal by the stockholders, the remaining directors, although
less than a quorum, may by a vote of the majority of the directors then in
office elect a successor or successors for the unexpired term or terms.
Section 4. Meetings. Meetings of the board of directors, annual,
regular, and special, shall be held at such place within or without the State
of Delaware as may from time to time be fixed by resolution of the board of
directors or as may be specified in the notice of meeting. Regular meetings of
the board of directors shall be held at such times as may from time to time be
fixed by resolution of the board of directors, and no notice (other than the
resolution) need be given as to any regular meeting. Special meetings may be
held at any time upon the call of the Chairman, the President, any Vice
President, or the Secretary, or any two directors, by oral, telegraphic, or
written notice duly served on or sent or mailed to each director not less than
two days before the meeting. An annual meeting of the board of directors shall
be held without notice immediately after, and at the same place as, the annual
meeting of the stockholders. Meetings may be held at any time without notice
if all the directors are present or if. at any time before or after the
meeting, those not present waive notice of the meeting in writing.
Section 5. Attendance by Communications Equipment. Unless otherwise
restricted by the Certificate of Incorporation, members of the board of
directors or of any committee designated by the board may participate in a
meeting of the board or any such committee by means of conference telephone or
similar communications equipment whereby all persons participating in
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the meeting can hear each other. Participation in any meeting by such means
shall constitute presence in person at such meeting.
Section 6. Presumption of Assent. A director of the corporation who
is present at a meeting of the board of directors at which action on any
corporate matter is taken shall be conclusively presumed to have assented to
the action taken unless his dissent shall be entered in the minutes of the
meeting or unless he shall file his written dissent to the action with the
person acting as the secretary of the meeting before the adjournment thereof
or shall forward his written dissent by registered mail to the Secretary of
the corporation immediately after the adjournment of the meeting. The right to
dissent shall not apply to a director who voted in favor of the action.
Section 7. Committees. The board of directors may, in its discretion,
by the affirmative vote of a majority of the whole board, 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
of a committee, the member or members thereof present at any meeting and not
disqualified from voting, whether he or they constitute a quorum, may
unanimously appoint another member of the board of directors to act at the
meeting in the place of the absent or disqualified member. Except as otherwise
provided by law or these by-laws, any committee, to the extent provided by
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. No committee shall have or exercise
the powers and authority of the board of directors with respect to filling
vacancies among the directors or in any committee of the directors; amending
the Certificate of Incorporation; adopting an agreement of 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; amending the by-laws; or, unless the resolution
of the board of directors expressly so provides, declaring a dividend or
authorizing the issuance of stock. A majority of the members of a committee
may determine its action and fix the time and place of its meetings, unless
the board of directors shall otherwise provide. The board of directors shall
have the power at any time to fill vacancies in, to change the membership of,
or to discharge any committee.
Section 8. Dividends and Reserves. Subject to the laws of the State
of Delaware and the Certificate of Incorporation, the board of directors shall
have full power to determine whether any, and if any, what part of any, funds
legally available for the payment of dividends shall be declared in dividends
and paid to the stockholders. The division of the whole or any part of funds
legally available shall rest wholly within the lawful discretion of the board
of directors, and it shall not be required at any time, against such
discretion, to divide or pay any part of such funds among or to the
stockholders as dividends or otherwise. The board of directors may set apart
out of funds legally available for the payment of dividends a reserve or
reserves for any proper purpose, and may from time to time, in its absolute
judgment and discretion, increase, abolish, diminish, and vary any reserve or
reserves so set apart.
Section 9. Removal of Directors. At any duly called and held special
meeting of the stockholders, any director or directors may, by the affirmative
vote of the holders of a majority of all the shares of stock outstanding and
entitled to vote in an election of directors, be removed from office, either
with or without cause; provided, however, that, if the stockholders of the
corporation
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are entitled under the provisions of the Certificate of Incorporation to
exercise cumulative voting rights in the election of directors, then no
removal shall be effective if the holders of that proportion of the shares of
stock outstanding and entitled to vote for an election of directors as could
elect to the full board as then provided by these by-laws the director or
directors sought to be removed shall vote against removal. The successor or
successors to any director or directors so removed may be elected by the
stockholders at the meeting at which removal was effectuated. The remaining
directors may, to the extent vacancies are not filled by election by the
stockholders, fill any vacancy or vacancies created by the removal.
Section 10. Informal Action. Any action required or permitted to be
taken at any meeting of the board of directors or any committee thereof may be
taken without a meeting if a written consent thereto is signed by all members
of the board or of the committee, as the case may be, and such written consent
is filed with the minutes of proceedings of the board or the committee.
ARTICLE IV
WAIVER OF NOTICE
Whenever, by law, the Certificate of Incorporation, or these by-laws,
notice is required to be given, a written waiver thereof, signed by the person
entitled to notice, whether before or after the date of the meeting, shall be
deemed equivalent to notice. Attendance of a person at a meeting of the
stockholders, the board of directors, or any committee designated by the board
of directors shall constitute a waiver of notice of the meeting, except when
the person 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, directors, or any committee designated thereby need be specified
in any written waiver of notice unless so required by law, the Certificate of
Incorporation, or these by-laws.
ARTICLE V
OFFICERS
Section 1. Number. The board of directors shall elect a President and
a Secretary and, from time to time, may elect a Chairman of the Board of
Directors, a Treasurer, one or more Vice Presidents, and such Assistant
Secretaries, Assistant Treasurers and other officers, agents, and employees as
it may deem proper. Unless the Certificate of Incorporation otherwise
provides, any number of offices may be held by the same person
Section 2. Term and Removal. The term of office of each officer shall
be one year and until the officer's successor is elected, but any officer may
be removed from office, either with or without cause, at any time by the
affirmative vote of a majority of the members of the board of directors then
in office. A vacancy in any office arising from any cause may be filled for
the unexpired portion of the term by the board of directors.
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Section 3. Delegation. The officers of the corporation will from time
to time receive written grants of authority from the corporation's parent to
engage in certain transactions on behalf of the corporation (a "Delegation").
All actions taken by the officers of the corporation pursuant to a Delegation
will at all times be subject to the limitations set forth therein. The
officers of the corporation may subdelegate in writing the authority granted
to them by a Delegation to the officers of the corporation's subsidiaries.
Section 4. Chairman of the Board of Directors. The Chairman of the
Board of Directors, if a Chairman of the Board of Directors has been elected
and is serving, shall be the chief executive officer of the corporation and
shall in general supervise and control all of the business and affairs of the
corporation. The Chairman shall preside at all meetings of the stockholders
and of the board of directors. The Chairman shall have the authority to sign
certificates for shares of the corporation, any deeds, mortgages, bonds,
contracts, or other instruments which require the Chairman's signature, except
in cases where the signing and execution thereof shall be expressly delegated
by the board of directors or by these by-laws to some other officer or agent
of the corporation or shall be required by law to be otherwise signed or
executed. In general, the Chairman shall perform all duties incident to the
office of Chairman of the Board of Directors and chief executive officer of
the corporation and such other duties as may be prescribed by the board of
directors from time to time.
Section 5. The President. The President shall be the chief operating
officer of the corporation and shall, subject to the direction and control of
the board of directors, in general supervise and control all of the operations
of the corporation. In the absence of the Chairman, the President shall
preside at all meetings of the stockholders and of the board of directors. In
the absence of the Chairman or in the event of the Chairman's inability or
refusal to act, the President shall perform the duties of the Chairman and,
when so acting, shall have all the powers of and be subject to all the
restrictions upon the Chairman. The President may sign certificates for shares
of the corporation, any deeds, mortgages, bonds, contracts, or other
instruments which require the President's signature, except in cases where the
execution thereof shall be expressly delegated by the board of directors or by
these by-laws to some other officer or agent of the corporation or shall be
required by law to be otherwise executed. In general, the President shall
perform all duties incident to the office of President and chief
administrative officer of the corporation and such other duties as may be
prescribed from time to time by the board of directors or the Chairman
Section 6. Vice Presidents. In the absence of the President or in the
event of the President's inability or refusal to act, the Vice President (or
in the event there be more than one Vice President, the Vice Presidents in the
order designated, or in the absence of any designation, then in the order of
their election) shall perform the duties of the President, including, without
limitation, the duties of the Chairman if and as assumed by the President as a
result of the absence of the Chairman or the Chairman's inability or refusal
to act, and the Vice President, when so acting, shall have all of the powers
and be subject to all the restrictions upon the President. Each Vice President
shall perform such other duties as from time to time may be assigned to the
Vice President by the Chairman, the President, or the board of directors. The
authority of Vice Presidents to sign in the name of the Corporation
certificates for share of the Corporation and deeds, mortgages, bonds,
contracts, or other instruments shall be coordinate with like authority of the
President.
Section 7. Treasurer. If required by the board of directors, the
Treasurer shall give a bond for the faithful discharge of the Treasurer's
duties in such sum and with such surety or sureties
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as the board of directors shall determine. The Treasurer shall have charge and
custody of and be responsible for all funds and securities of the corporation,
receive and give receipts for moneys due and payable to the corporation from
any source whatsoever, and deposit all such moneys in the name of the
corporation in such banks, trust companies, or other depositories as shall be
selected in accordance with the provisions of these by-laws. The Treasurer
shall in general perform all the duties incident to the office of Treasurer
and such other duties as from time to time may be assigned to the Treasurer by
the Chairman, the President, or the board of directors.
Section 8. Secretary. The Secretary shall: (a) keep records of
corporate action, including the minutes of meetings of the stockholders and
the board of directors in one or more books provided for that purpose; (b) see
that all notices are duly given in accordance with the provisions of these
by-laws or as required by law; (c) be custodian of the corporate records and
of the seal of the corporation; (d) keep a register of the post office address
of each stockholder which shall be furnished to the Secretary by such
stockholder; (e) sign, with the Chairman, the President, or a Vice President,
certificates for shares of the corporation, the issuance of which shall have
been authorized by resolution of the board of directors; (f) have general
charge of the stock transfer books of the corporation; and (g) in general,
perform all duties incident to the office of Secretary and such other duties
as from time to time may be assigned to the Secretary by the Chairman, the
President, or the board of directors.
Section 9. Assistant Treasurers and Assistant Secretaries. The
Assistant Treasurers shall, if required by the board of directors. give bonds
for the faithful discharge of their duties in such sums and with such sureties
as the board of directors shall determine. The Assistant Secretaries as
thereunto authorized by the board of directors may sign, with the Chairman,
the President, or a Vice President, certificates for shares of the
corporation, the issuance of which shall have been authorized by a resolution
of the board of directors. The Assistant Treasurers and Assistant Secretaries
in general shall perform such duties as shall be assigned to them by the
Treasurer or the Secretary, respectively, or by the President, the Chairman,
or the board of directors.
ARTICLE VI
STOCK CERTIFICATES
Section 1. Form of Stock Certificates. The interest of each
stockholder of the corporation shall be evidenced by certificates for shares
of stock, certifying the number of fully-paid shares represented thereby and
in such form, not inconsistent with the Certificate of Incorporation, as the
board of directors may from time to time prescribe.
Section 2. Execution and Issuance of Certificates of Stock. Stock
certificates shall be signed by the Chairman or a Vice-Chairman of the Board
of Directors or the President or a Vice President and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary and be sealed
with the seal of the corporation. Such seal may be a facsimile, engraved or
printed. If any stock certificate is signed by a transfer agent or a
registrar, other than the corporation or its employees, the signatures of the
Chairman, the President, a Vice President, the Secretary, or an Assistant
Secretary upon such certificate may be facsimiles, engraved or printed. In
case any such officer who has signed, or whose facsimile signature has been
placed upon, a stock certificate shall
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have ceased to be such before such certificate is issued, it may be issued by
the corporation with the same effect as if such officer had not ceased to be
such at the time of its issuance.
Section 3. Transfer of Certificates of Stock. Except as otherwise
provided by the Certificate of Incorporation or these by-laws, any certificate
for shares of the Corporation shall be transferable in person or by attorney
upon the surrender thereof to the corporation or any transfer agent therefor
properly endorsed for transfer and accompanied by such assurances as the
corporation or such transfer agent may require as to the genuineness and
effectiveness of each necessary document.
Section 4. Fixing the Date for Determination of Stockholders of
Record. To determine the stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or entitled to receive
payment of any dividend or any 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 not be more than sixty
nor less than ten days before the date of such meeting, nor more than sixty
days prior to any other action. To determine the stockholders entitled to
consent to corporate action in writing without a meeting, the board of
directors may fix in advance a record date, which 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. No record date shall precede the date upon
which the resolution fixing such date is adopted by the board of directors. A
determination of stockholders entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting unless the board of
directors fixes a new record date for the adjourned meeting.
Section 5. Failure to Fix Record Date. If no record date is fixed in
accordance with Section 4 of this Article VI:
A. The record date for determining stockholders entitled to
notice 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 or if the
notice is waived, at the close of business on the day next preceding the day
on which the meeting is held.
B. 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 required by law, 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 the place
where the proceedings of the corporation are recorded and the custodian of
such proceedings. When prior action by the board of directors is required by
law, 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.
C. 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 adopts the resolution relating thereto.
Section 6. Lost, Stolen, or Destroyed Stock Certificates. No stock
certificate representing shares of the corporation shall be issued in place of
any certificate alleged to have been lost, stolen, or destroyed except upon
delivery to the corporation of such evidence as the board of
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directors may in its discretion require. The board of directors may also
require a bond to be delivered to the corporation upon such terms and secured
by such surety as the board shall deem fit.
Section 7. Transfer Agent and Registrar. The board of directors may
appoint one or more transfer agents or one or more transfer clerks and one or
more registrars and may require all stock certificates to bear the signature
or signatures of any of them.
Section 8. Examination of Books by Stockholders. The board shall have
power to determine, from time to time, whether and to what extent and at what
times and places and under what conditions and regulations the accounts and
books and documents of the corporation, or any of them, shall be open to the
inspection of the stockholders; and no stockholder shall have any right to
inspect any account or book or document of the corporation except as
otherwise, and only to the extent, provided by law.
ARTICLE VII
INTEREST OF DIRECTORS OR OFFICERS
IN CERTAIN TRANSACTIONS
Section 1. Action or Criteria Required. No contract or transaction
between the corporation and one or more of its directors or officers, and no
contract or transaction between the corporation and any other corporation,
partnership, association, or other organization in which one or more of its
directors or officers are directors or officers or have a financial interest,
shall be void or voidable solely for this reason, or solely because the
director or officer is present at or participates in the meeting of the board
of directors or committee thereof which authorizes the contract or
transaction, or solely because the vote of an interested director is counted
for such purposes, if:
A. the material facts as to the director's relationship or
interest and as to the contract or transaction are disclosed or are known to
the board of directors or the committee, and the board or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested
directors be less than a quorum; or
B. the material facts as to the director's relationship or
interest and as to the contract or transaction are disclosed or are known to
the stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders; or
C. the contract or transaction is fair as to the corporation as
to the time it is authorized, approved, or ratified, by the board of
directors, a committee thereof or the stockholders.
Section 2. Effect of Quorum. Common or interested directors may be
counted in determining the presence of a quorum at any meeting of the board of
directors or of a committee thereof.
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ARTICLE VIII
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 1. Power to Indemnify. The corporation shall indemnify any
person who is or was a director or officer of the corporation to the fullest
extent permitted by law. The corporation shall have the power to indemnify any
person who is or was an employee or agent of the corporation, or who is or was
serving at the request of the corporation as a director, officer, employee, or
agent of another corporation, partnership, joint venture, trust, or other
enterprise (including an employee benefit plan), to the fullest extent
permitted by law. For purpose of this Article VIII, the term "officer" shall
mean the Chairman of the Board, President, Treasurer. Secretary, any Vice
President of the corporation, and such other officers as are determined to be
entitled to indemnification by resolution of the board of directors.
Section 2. Advancement of Expenses. Expenses (including attorneys'
fees) incurred by a current of former director or officer in defending any
civil, criminal, administrative, or investigative action, suit, or proceeding
shall be paid by the corporation in advance of the final disposition of such
action, suit, or proceeding upon receipt of an undertaking by or on behalf of
such director or officer to repay such amount if it shall be ultimately
determined that such person is not entitled to be indemnified by the
corporation. Such expenses (including attorneys' fees) incurred by employees
or agents may be so paid upon such terms and conditions, if any, as the
corporation deems appropriate.
Section 3. Insurance. The corporation shall have the power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee, or agent of the corporation, or who is or was
serving at the request of the corporation as a director, officer, employee, or
agent of another corporation, partnership, joint venture, trust, or other
enterprise (including an employee benefit plan), against any liability
asserted against such person 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
applicable law.
Section 4. Other Rights. The rights to indemnification and
advancement of expenses provided by, or granted pursuant to, this Article VIII
shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors, or otherwise, both
as to action in such person's official capacity and as to action in another
capacity while holding such office.
ARTICLE IX
FISCAL YEAR
The fiscal year of the corporation shall be as determined by the board
of directors of the corporation. In the absence of such determination, the
fiscal year of the corporation shall be the calendar year.
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ARTICLE X
CORPORATE SEAL
The board of directors may provide a suitable seal,
including duplicates thereof, containing the name of the Corporation.
ARTICLE XI
AMENDMENTS
These by-laws shall be subject to alteration, amendment, or
repeal, and new by-laws, not inconsistent with any provision of law or the
Certificate of Incorporation, may be made, either by the affirmative vote of a
majority of the whole board of directors at any meeting thereof or, if the
power to make, amend, alter or repeal the by-laws shall not have been granted
to the board of directors in the Certificate of Incorporation, by the
affirmative vote of the holders of a majority in interest of the stockholders
of the corporation present in person or by proxy at any annual or special
meeting and entitled to vote thereat, a quorum being present. Notice of the
proposal to make, alter, amend, or repeal the by-laws of the corporation shall
be included in the notice of such meeting of the board of directors or of the
stockholders, as the case may be.
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