Exhibit 3.20
AMENDED & RESTATED BY-LAWS
OF
GENERAL DYNAMICS LAND SYSTEMS INC.
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 shares 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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