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EXHIBIT 3.8
BY-LAWS
OF
ORBCOMM GLOBAL CAPITAL CORP.
SECTION 1. LAW, CERTIFICATE OF INCORPORATION AND BY-LAWS
1.1 These By-Laws are subject to the Certificate of Incorporation
of the Corporation. In these By-Laws, references to law, the Certificate of
Incorporation and By-Laws mean the law, the provisions of the Certificate of
Incorporation and the By-Laws as from time to time in effect.
SECTION 2. STOCKHOLDERS
2.1 Annual Meeting. The annual meeting of stockholders shall be
held at such date and time as shall be designated from time to time by the
Board of Directors and stated in the notice of the meeting, at which they shall
elect a Board of Directors and transact such other business as may be required
by law or these By-Laws or as may properly come before the meeting.
2.2 Special Meetings. A special meeting of the stockholders may
be called at any time by the Chairman of the Board, if any, the President or
the Board of Directors. A special meeting of the stockholders shall be called
by the Secretary, or in the case of the death, absence, incapacity or refusal
of the Secretary, by the Assistant Secretary or some other officer, upon
application of a majority of the directors. Any such application shall state
the purpose or purposes of the proposed meeting. Any such call shall state the
place, date, hour and purposes of the meeting.
2.3 Place of Meeting. All meetings of the stockholders for the
election of directors or for any other purpose shall be held at such place
within or without the State of Delaware as may be determined from time to time
by the Chairman of the Board, if any, the President or the Board of Directors.
Any adjourned session of any meeting of the stockholders shall be held at the
place designated in the vote of adjournment.
2.4 Notice of Meetings. Except as otherwise provided by law, a
written notice of each meeting of stockholders stating the place, day and hour
thereof and, in the case of a special meeting, the purposes for which the
meeting is called, shall be given not less then ten (10) nor more than sixty
(60) days before the meeting, to each stockholder entitled to vote thereat, and
to each stockholder who, by law, by the Certificate of Incorporation or by
these By-Laws, is entitled to notice, by leaving such notice with him or her at
his or her residence or usual place of business, or by depositing it in the
United States mail, postage prepaid, and addressed to such stockholder at his
or her address as it appears in the records of the Corporation. Such notice
shall be given by the Secretary, or by an officer or person designated by the
Board of Directors, or in the case of a special meeting, by the officer calling
the meeting. As to any adjourned session of any meeting of
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stockholders, notice of the adjourned meeting need not be given if the time and
place thereof are announced at the meeting at which the adjournment was taken,
except that if the adjournment is for more than thirty (30) days or if, after
the adjournment, a new record date is set for the adjourned session, notice of
any such adjourned session of the meeting shall be given in the manner
heretofore described. No notice of any meeting of stockholders or any
adjourned session thereof need be given to a stockholder if a written waiver of
notice, executed before or after the meeting or such adjourned session by such
stockholder, is filed with the records of the meeting or if the stockholder
attends such meeting without 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
meeting of the stockholders or any adjourned session thereof need be specified
in any written waiver of notice.
2.5 Quorum of Stockholders. At any meeting of the stockholders, a
quorum as to any matter shall consist of a majority of the votes entitled to be
cast on the matter, except where a larger quorum is required by law, by the
Certificate of Incorporation or by these By-Laws. Any meeting may be adjourned
from time to time by a majority of the votes properly cast upon the question,
whether or not a quorum is present. If a quorum is present at an original
meeting, a quorum need not be present at an adjourned session of that meeting.
Shares of its own 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 be counted for quorum purposes; provided,
however, that the foregoing shall not limit the right of any corporation to
vote stock, including, but not limited to, its own stock, held by it in a
fiduciary capacity.
2.6 Action by Vote. When a quorum is present at any meeting, a
plurality of the votes properly cast for election to any office shall elect to
such office and a majority of the votes properly cast upon any question other
than an election to an office shall decide the question, except when a larger
vote is required by law, by the Certificate of Incorporation or by these
By-Laws.
2.7 Proxy Representation. Every stockholder may authorize another
person or persons to act for him or her by proxy in all matters in which a
stockholder is entitled to participate, whether by waiving notice of any
meeting, objecting to or voting or participating at a meeting, or expressing
consent or dissent without a meeting. Every proxy must be signed by the
stockholder or by his or her attorney-in-fact. No proxy shall be voted or
acted upon after three (3) years from its date unless such proxy provides for a
longer period. A duly executed proxy shall be irrevocable if it states that it
is irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A proxy may be made
irrevocable regardless of whether the interest with which it is coupled is an
interest in the stock itself or an interest in the Corporation generally. The
authorization of a proxy may, but need not be, limited to specified action;
provided, however, that if a proxy limits its authorization to a meeting or
meetings of stockholders, unless otherwise specifically provided, such proxy
shall entitle the holder thereof to vote at any adjourned session but shall not
be valid after the final adjournment thereof.
2.8 Inspectors. The directors or the person presiding at the
meeting may, but need not, appoint one or more inspectors of election and any
substitute inspectors to act at the meeting or any
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adjournment thereof. Each inspector, before entering upon the discharge of his
or her duties, shall take and sign an oath faithfully to execute the duties of
inspector at such meeting with strict impartiality and according to the best of
his or her ability. The inspectors, if any, shall determine the number of
shares of stock outstanding and the voting power of each, the shares of stock
represented at the meeting, the existence of a quorum and the validity and
effect of proxies, and shall receive votes, ballots or consents, hear and
determine all challenges and questions arising in connection with the right to
vote, count and tabulate all votes, ballots or consents, determine the result,
and do such acts as are proper to conduct the election or vote with fairness to
all stockholders. On request of the person presiding at the meeting, the
inspectors shall make a report in writing of any challenge, question or matter
determined by them and execute a certificate of any fact found by them.
2.9 List of Stockholders. The Secretary shall prepare and make,
at least ten (10) days before every meeting of stockholders, a complete list of
the stockholders entitled to vote at such meeting, arranged in alphabetical
order and showing the address of each stockholder and the number of shares
registered in his or her name. The stock ledger shall be the only evidence as
to who are stockholders entitled to examine such list or to vote in person or
by proxy at such meeting.
SECTION 3. BOARD OF DIRECTORS
3.1 Powers. The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors who shall have and
may exercise all the powers of the Corporation and do all such lawful acts and
things as are not by law, the Certificate of Incorporation or these By-Laws
directed or required to be exercised or done by the stockholders.
3.2 Number and Term of Office. The Board of Directors shall
consist of one or more members. The number of directors shall be fixed by
resolution of the Board of Directors or by the stockholders at the annual
meeting or at a special meeting. The directors shall be elected at the annual
meeting of the stockholders, except as provided in Section 3.3, and each
director elected shall hold office until his or her successor is elected and
qualified, except as required by law. Any decrease in the authorized number of
directors shall not be effective until the expiration of the term of the
directors then in office, unless, at the time of such decrease, there shall be
vacancies on the Board which are being eliminated by such decrease.
3.3 Vacancies and New Directorships. Vacancies and any newly
created directorships resulting from any increase in the number of directors
may be filled by vote of the stockholders at a meeting called for the purpose,
or by a majority of the directors then in office, although less than a quorum,
or by a sole remaining director. When one or more directors shall resign from
the Board, effective at a future date, a majority of the directors then in
office, including those who have resigned, shall have power to fill such
vacancy or vacancies, the vote or action by writing thereon to take effect when
such resignation or resignations shall become effective. The directors shall
have and may exercise all their powers, notwithstanding the existence of one or
more vacancies in their number, subject to any requirements of law or of the
Certificate of Incorporation or of these By-Laws as to the number of directors
required for a quorum or for any vote or other actions.
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3.4 Committees. The Board of Directors may, by vote of a majority
of the whole Board, (a) designate, change the membership of or terminate the
existence of any committee or committees, each committee to consist of one or
more of the directors, (b) designate one or more directors as alternate members
of any such committee who may replace any absent or disqualified member at any
meeting of the committee, and (c) determine the extent to which each such
committee shall have and may exercise the powers of the Board of Directors in
the management of the business and affairs of the Corporation, including the
power to authorize the seal of the Corporation to be affixed to all papers that
require it and the power and authority to declare dividends or to authorize the
issuance of stock; excepting, however, such powers that by law, by the
Certificate of Incorporation or by these By-Laws they are prohibited from so
delegating. In the absence or disqualification of any member of such committee
and his or her alternate, if any, the member or members thereof present at any
meeting and not disqualified from voting, whether or not constituting 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. Except as the
Board of Directors may otherwise determine, any committee may make rules for
the conduct of its business, but unless otherwise provided by the Board or such
rules, its business shall be conducted as nearly as may be in the same manner
as is provided by these By-Laws for the conduct of business by the Board of
Directors. Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors upon request.
3.5 Regular Meetings. Regular meetings of the Board of Directors
may be held without call or notice at such places within or without the State
of Delaware and at such times as the Board may from time to time determine,
provided that notice of the first regular meeting following any such
determination shall be given to absent directors. A regular meeting of the
directors may be held without call or notice immediately after and at the same
place as the annual meeting of stockholders.
3.6 Special Meetings. Special meetings of the Board of Directors
may be held at any time and at any place within or without the State of
Delaware designated in the notice of the meeting, when called by the Chairman
of the Board, if any, the President, or by one-third (1/3) or more in number of
the directors, reasonable notice thereof being given to each director by the
Secretary or by the Chairman of the Board, if any, the President or any one of
the directors calling the meeting.
3.7 Notice. It shall be reasonable and sufficient notice to a
director to send notice by mail at least forty-eight (48) hours or by facsimile
at least twenty-four (24) hours before the meeting addressed to him or her at
his or her usual or last known business or residence address or to give notice
to him or her in person or by telephone at least twenty-four (24) hours before
the meeting. Notice of a meeting need not be given to any director if a
written waiver of notice, executed by him or her before or after the meeting,
is filed with the records of the meeting, or to any director who attends the
meeting without protesting prior thereto, or at its commencement, the lack of
notice to him or her. Neither notice of a meeting nor a waiver of a notice
need specify the purposes of the meeting.
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3.8 Quorum. Except as may be otherwise provided by law, by the
Certificate of Incorporation or by these By-Laws, at any meeting of the
directors, a majority of the directors then in office shall constitute a
quorum; a quorum shall not in any case be less than one-third (1/3) of the
total number of directors constituting the whole Board. Any meeting may be
adjourned from time to time by a majority of the votes cast upon the question,
whether or not a quorum is present, and the meeting may be held as adjourned
without further notice.
3.9 Action by Vote. Except as may be otherwise provided by law,
by the Certificate of Incorporation or by these By-Laws, when a quorum is
present at any meeting, the vote of a majority of the directors present shall
be the act of the Board of Directors.
3.10 Action Without a Meeting. Any action required or permitted to
be taken at any meeting of the Board of Directors or a committee thereof may be
taken without a meeting if all the members of the Board or of such committee,
as the case may be, consent thereto in writing, and such writing or writings
are filed with the records of the meetings of the Board or of such committee.
Such consent shall be treated for all purposes as the act of the Board or of
such committee, as the case may be.
3.11 Participation in Meetings by Conference Telephone. Members of
the Board of Directors, or any committee designated by such Board, may
participate in a meeting of such Board or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other or by any other means
permitted by law. Such participation shall constitute presence in person at
such meeting.
3.12 Compensation. In the discretion of the Board of Directors,
each director may be paid such fees for his or her services as director and be
reimbursed for his or her reasonable expenses incurred in the performance of
his or her duties as director as the Board of Directors from time to time may
determine. Nothing contained in this section shall be construed to preclude
any director from serving the Corporation in any other capacity and receiving
reasonable compensation therefor.
SECTION 4. OFFICERS AND AGENTS
4.1 Enumeration; Qualification. The officers of the Corporation
shall be a President, a Treasurer, a Secretary and such other officers, if any,
as the Board of Directors from time to time may in its discretion elect or
appoint, including, without limitation, a Chairman of the Board, one or more
Vice Presidents and a controller. The Corporation may also have such agents,
if any, as the Board of Directors from time to time may in its discretion
choose. Any officer may be, but none need be, a director or stockholder. Any
two or more offices may be held by the same person.
4.2 Powers. Subject to law, to the Certificate of Incorporation
and to the other provisions of these By-Laws, each officer shall have, in
addition to the duties and powers herein set forth, such duties and powers as
are commonly incident to his or her office and such additional duties and
powers as the Board of Directors may from time to time designate.
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4.3 Election. The officers may be elected by the Board of
Directors at their first meeting following the annual meeting of the
stockholders or at any other time. At any time or from time to time the
directors may delegate to any officer their power to elect or appoint any other
officer or any agents.
4.4 Tenure. Each officer shall hold office until the first
meeting of the Board of Directors following the next annual meeting of the
stockholders and until his or her respective successor is chosen and qualified
unless a shorter period shall have been specified by the terms of his or her
election or appointment or, in each case, until he or she sooner dies, resigns,
is removed or becomes disqualified. Each agent shall retain his or her
authority at the pleasure of the directors, or the officer by whom he or she
was appointed or by the officer who then holds agent appointive power.
4.5 Chairman of the Board of Directors, President and Vice
President. The Chairman of the Board, if any, shall have such duties and
powers as shall be designated from time to time by the Board of Directors.
Unless the Board of Directors otherwise specifies, the Chairman of the Board
or, if there is none, the Chief Executive Officer, shall preside, or designate
the person who shall preside, at all meetings of the stockholders and of the
Board of Directors.
Unless the Board of Directors otherwise specifies, the President shall
be the chief executive officer and shall have direct charge of all business
operations of the Corporation and, subject to the control of the directors,
shall have general charge and supervision of the business of the Corporation.
Any Vice Presidents shall have such duties and powers as shall be set
forth in these By-Laws or as shall be designated from time to time by the Board
of Directors or by the President.
4.6 Treasurer and Assistant Treasurers. Unless the Board of
Directors otherwise specifies, the Treasurer shall be the chief financial
officer of the Corporation and shall be in charge of its funds and valuable
papers, and shall have such other duties and powers as may be designated from
time to time by the Board of Directors or by the President. If no controller
is elected, the Treasurer shall, unless the Board of Directors otherwise
specifies, also have the duties and powers of the controller.
Any Assistant Treasurers shall have such duties and powers as shall be
designated from time to time by the Board of Directors, the President or the
Treasurer.
4.7 Controller and Assistant Controllers. If a Controller is
elected, he or she shall, unless the Board of Directors otherwise specifies, be
the chief accounting officer of the Corporation and be in charge of its books
of account and accounting records, and of its accounting procedures. He or she
shall have such other duties and powers as may be designated from time to time
by the Board of Directors, the President or the Treasurer.
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Any Assistant Controller shall have such duties and powers as shall be
designated from time to time by the Board of Directors, the President, the
Treasurer or the Controller.
4.8 Secretary and Assistant Secretaries. The Secretary shall
record all proceedings of the stockholders, of the Board of Directors and of
committees of the Board of Directors in a book or series of books to be kept
therefor and shall file therein all actions by written consent of stockholders
or directors. In the absence of the Secretary from any meeting, an Assistant
Secretary, or, if there be none, or he or she is absent, a temporary secretary
chosen at the meeting, shall record the proceedings thereof. Unless a transfer
agent has been appointed, the Secretary shall keep or cause to be kept the
stock and transfer records of the Corporation, which shall contain the names
and record addresses of all stockholders and the number of shares registered in
the name of each stockholder. He or she shall have such other duties and
powers as may from time to time be designated by the Board of Directors or the
President.
Any Assistant Secretaries shall have such duties and powers as shall
be designated from time to time by the Board of Directors, the President or the
Secretary.
SECTION 5. RESIGNATIONS AND REMOVALS
5.1 Any director or officer may resign at any time by delivering
his or her resignation in writing to the Chairman of the Board, if any, the
President, or the Secretary or to a meeting of the Board of Directors. Such
resignation shall be effective upon receipt unless specified to be effective at
some other time, and without, in either case, the necessity of its being
accepted unless the resignation shall so state. A director (including persons
elected by directors to fill vacancies in the Board) may be removed from office
with or without cause by the vote of the holders of a majority of the shares
issued and outstanding and entitled to vote in the election of directors. The
Board of Directors may at any time remove any officer either with or without
cause. The Board of Directors may at any time terminate or modify the
authority of any agent. No director or officer resigning and (except where a
right to receive compensation shall be expressly provided in a duly authorized
written agreement with the Corporation) no director or officer removed shall
have any right to any compensation as such director or officer for any period
following his or her resignation or removal, or any right to damages on account
of such removal, whether his or her compensation be by the month or by the year
or otherwise; unless, in the case of a resignation, the directors, or, in the
case of removal, the body acting on the removal, shall in their or its
discretion provide for compensation.
SECTION 6. VACANCIES
6.1 If the office of the President or the Treasurer or the
Secretary becomes vacant, the directors may elect a successor by vote of a
majority of the directors then in office. If the office of any other officer
becomes vacant, any person or body empowered to elect or appoint that officer
may choose a successor. Each such successor shall hold office for the
unexpired term and, in the case of the President, the Treasurer and the
Secretary, until his or her successor is chosen and
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qualified or, in each case, until he or she sooner dies, resigns, is removed or
becomes disqualified. Any vacancy of a directorship shall be filled as
specified in Section 3.3 of these By-Laws.
SECTION 7. CAPITAL STOCK
7.1 Stock Certificates. Each stockholder shall be entitled to a
certificate stating the number and the class and the designation of the series,
if any, of the shares held by him or her, in such form as shall, in conformity
to law, the Certificate of Incorporation and the By-Laws, be prescribed from
time to time by the Board of Directors. Such certificate shall be signed by
the Chairman or Vice Chairman of the Board, if any, or the President or a Vice
President and by the Treasurer or an Assistant Treasurer or by the Secretary or
an Assistant Secretary. Any of or all the signatures on the certificate may be
a facsimile. In case an officer, transfer agent, or registrar who has signed
or whose facsimile signature has been placed on such certificate shall have
ceased to be such officer, transfer agent, or registrar before such certificate
is issued, it may be issued by the Corporation with the same effect as if he or
she were such officer, transfer agent, or registrar at the time of its issue.
7.2 Loss of Certificates. In the case of the alleged theft, loss,
destruction or mutilation of a certificate of stock, a duplicate certificate
may be issued in place thereof, upon such terms, including receipt of a bond
sufficient to indemnify the Corporation against any claim on account thereof,
as the Board of Directors may prescribe.
SECTION 8. TRANSFER OF SHARES OF STOCK
8.1 Transfer on Books. Subject to the restrictions, if any,
stated or noted on the stock certificate, shares of stock may be transferred on
the books of the Corporation by the surrender to the Corporation or its
transfer agent of the certificate therefor properly endorsed or accompanied by
a written assignment and power of attorney properly executed, with necessary
transfer stamps affixed, and with such proof of the authenticity of signature
as the Board of Directors or the transfer agent of the Corporation may
reasonably require. Except as may be otherwise required by law, by the
Certificate of Incorporation or by these By-Laws, the Corporation shall be
entitled to treat the record holder of stock as shown on its books as the owner
of such stock for all purposes, including the payment of dividends and the
right to receive notice and to vote or to give any consent with respect thereto
and to be held liable for such calls and assessments, if any, as may lawfully
be made thereon, regardless of any transfer, pledge or other disposition of
such stock until the shares have been properly transferred on the books of the
Corporation.
It shall be the duty of each stockholder to notify the Corporation of
his or her post office address.
8.2 Record Date and Closing Transfer Books. 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
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precede the date on which the resolution fixing the record date is adopted by
the Board of Directors, and which record date shall not be more than sixty (60)
nor less than ten (10) days before the date of such meeting. If no such record
date is fixed by the Board of Directors, the record date for determining the
stockholders entitled to notice of or to vote at a meeting of stockholders
shall be at the close of business on the day next preceding the day on which
notice is given or, if notice is waived, at the close of business on the day
next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a 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.
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
on which the resolution fixing the record date is adopted by the Board of
Directors, and which date shall not be more than ten (10) days after the date
upon which the resolution fixing the record date is adopted by the Board of
Directors. If no such record date has been fixed by the Board of Directors,
the record date for determining stockholders entitled to consent to corporate
action in writing without a meeting, when no prior action by the Board of
Directors is required by the General Corporation Law of the State of Delaware,
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 Delaware by hand or certified or
registered mail, return receipt requested, to its principal place of business
or to 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 by the General Corporation Law of the State of Delaware,
the record date for determining stockholders entitled to consent to corporate
action in writing without a meeting 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 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
on which the resolution fixing the record date is adopted, and which record
date shall be not more than sixty (60) days prior to such payment, exercise or
other action. If no such 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.
SECTION 9. CORPORATE SEAL
9.1 Subject to alteration by the directors, the seal of the
Corporation shall consist of a flat-faced circular die with the word "Delaware"
and the name of the Corporation cut or engraved thereon, together with such
other words, dates or images as may be approved from time to time by the
directors.
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SECTION 10. EXECUTION OF PAPERS
10.1 Except as the Board of Directors may generally or in
particular cases authorize the execution thereof in some other manner, all
deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other
obligations made, accepted or endorsed by the Corporation shall be signed by
the Chairman of the Board, if any, the President, a Vice President or the
Treasurer.
SECTION 11. FISCAL YEAR
11.1 The fiscal year of the Corporation shall end on the 31st day
of December of each year.
SECTION 12. AMENDMENTS
12.1 These By-Laws may be adopted, amended or repealed by vote of a
majority of the directors then in office or by vote of a majority of the stock
outstanding and entitled to vote. Any by-law, whether adopted, amended or
repealed by the stockholders or directors, may be amended or reinstated by the
stockholders or the directors.
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