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EXHIBIT 3.2
BYLAWS
OF
DAEDALUS ENTERPRISES, INC.
OFFICES
1. The Corporation shall at all times maintain a registered office
in the State of Delaware, which, except as otherwise ordered by the Board of
Directors, shall be at Wilmington, Delaware.
2. The Corporation may also have offices at such other places within
or outside of the State of Delaware as the Board of Directors shall from time
to time appoint or the business of the Corporation require.
SEAL
3. The Corporation shall have a seal which shall have inscribed
thereon the name of the Corporation, the state of incorporation, and the
words "Corporate Seal". Such seal may be used by causing it or a facsimile
to be imprinted, affixed or otherwise reproduced.
CAPITAL STOCK
4. The shares of the capital stock of the Corporation shall be
issued by the Board of Directors, in such amounts, at such times, for such
consideration, and on such terms and conditions as the Board shall deem
advisable, subject to any restrictions and provisions of the Articles of
Incorporation of the Corporation and to any further provisions of these
Bylaws.
5. The shares of the capital stock of the Corporation shall be
represented by certificates signed and sealed in accordance with the
provisions of the laws of the State of Delaware. Certificates shall have a
form and content complying with the laws of the State of Delaware and
approved by the Board of Directors.
6. The shares of the capital stock of the Corporation are
transferable only on the books of the Corporation upon surrender of the
certificates therefor properly endorsed for transfer, or otherwise properly
assigned, and the presentation of such evidences of ownership of the shares
and validity of the assignment as the Corporation may require.
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7. The Corporation shall be entitled to treat the person in whose
name any share of stock is registered as the owner thereof for purposes of
dividends and other distributions in the
course of business or in the course of recapitalization, consolidation,
merger, reorganization, liquidation, or otherwise, and for the purpose of
votes, approvals, and consents by shareholders, and for the purpose of
notices to shareholders, and for all other purposes whatever, and shall not
be bound to recognize any equitable or other claim to or interest in such
shares on the part of any other person, whether or not the Corporation shall
have notice thereof, save as expressly required by the laws of the State of
Delaware.
8. The Board of Directors may appoint one or more transfer agents
and registrars, and may require certificates for shares to bear the signature
of such transfer agent(s) and registrar(s).
9. Upon the presentation to the Corporation of a proper affidavit
attesting the loss, destruction or mutilation of any certificate for shares
of stock of the Corporation, the Board of Directors may direct the issuance
of a new certificate in lieu of and to replace the certificate so alleged to
be lost, destroyed or mutilated. The Board of Directors may require as a
condition precedent to the issuance of a new certificate any or all of the
following, to-wit: (a) additional evidence of the loss, destruction or
mutilation claimed; (b) advertisement of the loss in such manner as the Board
of Directors may direct or approve; (c) a bond or agreement of indemnity, in
such form and amount and with such surety (or without surety) as the Board of
Directors may direct or approve; (d) the order or approval of a court.
SHAREHOLDERS AND MEETINGS OF SHAREHOLDERS
10. All meetings of shareholders shall be held at such place within
or outside of the State of Delaware as shall be fixed by the Board of
Directors and stated in the notice of meeting.
11. The annual meeting of shareholders of the Corporation shall be
held on the second Wednesday in January of each year, at 2:00 o'clock in the
afternoon. Directors shall be elected at each annual meeting by a plurality
vote and such other business shall be transacted as may come before the
meeting. [Amended January 14, 1969 & Amended October 15, 1983]
12. Special meetings of shareholders may be called at any time by
the President and shall be called by the President or Secretary at the
written request of a majority of the directors or of shareholders holding a
majority of the shares of stock of the Corporation outstanding and entitled
to vote. The request shall state the purpose or purposes for which the
meeting is to be called. The notice of every special meeting of shareholders
shall state the purpose for which it is called.
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13. Written notice of each meeting of shareholders shall be mailed
to each shareholder of record at his last address as it appears on the books
of the Corporation at least ten days prior to the date of the meeting.
14. The Board of Directors shall have power to close the stock
transfer books of the Corporation for a period not more than sixty nor less
than ten days preceding the date of any meeting of shareholders, or the date
for payment of any dividend, or the date for the allotment of rights, or the
date when any change or conversion or exchange of capital stock shall go into
effect; provided, however, that in lieu of closing the stock transfer books
as aforesaid, the Board of Directors may fix in advance a date not more than
sixty nor less than ten days preceding the date of any meeting of
shareholders, or the date for any payment of dividends, or the date for
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, as a record date for the determination of
the shareholders entitled to vote at any such meeting or entitled to receive
payment of any such dividend or to any such allotment of rights, or to
exercise the rights in respect of any such change, conversion or exchange of
capital stock, and in such case only such shareholders as shall be
shareholders of record on the date so fixed shall be entitled to vote at such
meeting, or to receive payment of such dividend, or to receive such allotment
of rights, or to exercise such rights, as the case may be notwithstanding any
transfer of any stock on the books of the Corporation after any such record
date fixed as aforesaid. This bylaw shall in no way affect the rights of a
shareholder and his transferee or transferor as between themselves.
15. The holders of a majority of the outstanding shares of stock of
the Corporation having voting power (excluding shares belonging to the
Corporation) present or represented by proxy shall constitute a quorum at any
meeting of shareholders for the transaction of business, except as otherwise
provided by statute. In the absence of a quorum, the shareholders present in
person or by proxy shall have power to adjourn the meeting from time to time,
without notice other than an announcement at the meeting, until a quorum is
present. At such adjourned meeting, any business may be transacted which
might have been transacted at the meeting as originally notified.
16. All proxies shall be filed with the secretary at or before the
meeting at which they are intended to be used. A proxy shall be deemed
sufficient if it appears on its face to confer the requisite authority and is
signed by the owner of the stock to be voted. No witnesses to the execution
of any proxy shall be required.
17. Unless otherwise provided by the Articles of Incorporation or by
statute, each shareholder of the Corporation shall, at every meeting of
shareholders, be entitled to one vote in person or by proxy for each share of
capital stock of the Corporation registered in his name.
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18. Any other corporation owning voting shares in this Corporation may
vote the same by its President or by proxy appointed by him, unless some
other person shall be appointed to vote such shares by resolution of the
Board of Directors of such shareholder corporation. A partnership holding
shares of this Corporation may vote such shares by any partner or by proxy
appointed by any partner. [Amended December 11, 1990]
DIRECTORS AND MEETINGS OF DIRECTORS
19. The business of the Corporation shall be managed by the Board of
Directors who shall exercise all the powers of the Corporation not reserved
to or conferred on the shareholders by statute, the Articles of Incorporation
or the Bylaws of the Corporation.
20. The number of directors shall be not less than three (3) nor
more than nine (9). [Amended December 4, 1972]
21. Directors shall be elected at each annual meeting of
shareholders and shall hold office until the next annual meeting of
shareholders and/or until their respective successors are elected and
qualified, or until they resign. Directors need not be stockholders.
22. Vacancies in the Board of Directors occurring by reason of
death, resignation, increase in the number of directors, or otherwise, may be
filled by the remaining members of the Board by a majority vote, and the
directors so elected shall hold office until the next annual meeting of
stockholders and until their successors are duly elected.
23. Regular meetings of the Board of Directors shall be held at such
times and at such place or places as the directors shall, from time to time,
determine at a prior meeting. Special meetings of the Board may be called by
the Chairman of the Board or President of the Corporation and shall be called
by either of said officers upon the written request of any two directors.
Special meetings shall be held at the office of the Corporation or at such
places as is stated in the notice of the meeting. No notice shall be required
for regular meetings of the Board. Notices of special meetings shall be given
by mail at least five days before the meeting or by telegram at least three
days before the meeting. Notice may be waived. Notices need not include any
statement of the purpose of the meeting.
24. When all of the directors shall be present at any meeting,
however called or notified, they may act upon any business that might
lawfully be transacted at regular meetings of the Board, or at special
meetings duly called, and action taken at such meetings shall be as valid and
binding as if legally called and notified.
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25. A majority of the Board of Directors shall constitute a quorum
for the transaction of business, and the acts of a majority of the directors
present at any meeting at which there is a quorum present shall be the acts
of the Board; provided, however, that the directors may act in
such other manner, with or without a meeting, as may be permitted by the laws
of the State of Delaware and provided further, that if all of the directors
shall consent in writing to any action taken by the Corporation, such action
shall be as valid as though it had been authorized at a meeting of the Board.
26. The Board of Directors may, by resolution passed by a majority
of the whole Board, designate three or more of their number to constitute an
executive committee to have and exercise the authority of the Board of
Directors between meetings of the Board, subject to such limitations and
restrictions as the Board may impose. The Board may appoint such other
committees as it considers appropriate.
27. Directors shall receive such salaries and such fees for
attendance at meetings of the Board or of committees thereof as the Board
shall fix.
OFFICERS
28. The Board of Directors shall elect a Chairman, a President, a
Secretary, and a Treasurer and may elect one or more Vice Presidents,
Assistant Secretaries and Assistant Treasurers. The Chairman and the
President shall be directors of the Corporation. Other officers need not be
directors, but a Vice President who is not a director cannot succeed to or
fill the office of President. Any two of the above offices, except those of
President and Vice President, may be held by the same person, but no officers
shall execute, acknowledge or verify any instrument in more than one capacity.
29. Officers of the Corporation shall hold office until they resign
or until their successors are chosen and qualified. Any officer, agent or
employee may be removed at any time by the Board. Vacancy occurring in any
office or position at any time may be filled by the Board.
30. All officers, agents and employees of the Corporation shall
respectively have such authority and perform such duties in the conduct and
management of the Corporation as may be delegated by the Board of Directors
or by these Bylaws.
31. Officers shall receive such compensation as may from time to
time be determined by the Board of Directors. Agents and employees shall
receive such compensation as may from time to time be determined by the
President of the Corporation.
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32. The President shall preside at all meetings of shareholders. The
Chairman shall preside at all meetings of the Board of Directors; in his
absence the President shall preside.
33. The President shall be the executive officer of the Corporation,
supervising and directing the operations of the Business in accordance with
the policies determined by the Board of Directors.
34. The Vice President, in the absence or incapacity of the
President, shall perform the duties of that office. If there be more than one
vice president, the Board of Directors may designate the Vice President who
is to perform the duties of the President in the event of his absence or
incapacity. The Vice President shall have such other duties and authority as
may be delegated by the Board of Directors.
35. The Secretary shall attend all meetings of the Board of
Directors and all meetings of shareholders and shall record all votes and
minutes from all proceedings in a book to be kept for that purpose. He shall
keep in safe custody the seal of the Corporation and, when authorized by the
Board, affix the same to any instrument requiring it, and, when so affixed,
it shall be attested by his signature or by the signature of the Treasurer or
an Assistant Secretary. The Secretary shall perform such other duties and
have such other authorities as are delegated to him by the Board of Directors.
36. The Treasurer shall be responsible for all funds of the
Corporation, accounts receivable and payable, taxes and corporate debt. He
shall prepare and be responsible for all general ledger and financial
statements and statistical reports and shall perform such other duties as
shall be assigned by the Board of Directors.
37. The Board of Directors of the Corporation may require any
officer, agent or employee to give bond for the faithful discharge of his
duty and for the protection of the Corporation, in such sum and with such
surety as the Board deems advisable.
BANKING, CHECKS AND OTHER INSTRUMENTS
38. The Board of Directors shall by resolution designate the bank or
banks in which the funds of the Corporation shall be deposited, and such
funds shall be deposited in the name of the Corporation and shall be subject
to checks drawn as authorized by resolution of the Board of Directors.
39. The Board of Directors may in any instance designate the
officers and agents who shall have authority to execute any contract,
conveyance, or other instrument in behalf of the Corporation; or may ratify
or confirm any execution. the execution of any instrument has been
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authorized without specification of the executing officer or agents, the
President or any Vice President, and the Secretary or Assistant Secretary or
Treasurer or Assistant Treasurer may execute the same in the name and on
behalf of the Corporation and may affix the corporate seal thereto.
40. The fiscal year of the Corporation shall begin on the first day
of January and end on the thirty-first day of December. [Amended January 14,
1969]
BOOKS AND RECORDS
41. The proper officers and agents of the Corporation shall keep and
maintain such books, records and accounts of the Corporation's business and
affairs and such stock ledgers and lists of shareholders as the Board of
Directors shall deem advisable and as shall be required by the laws of the
State of Delaware and/or other states or jurisdictions empowered to impose
such requirements.
INDEMNIFICATION
42. Each person now or in the future a director, officer, agent or
employee of the Corporation (and his heirs, executors and administrators)
shall be indemnified by the Corporation against expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement, actually
and reasonably incurred by him in connection with any action, suit or
proceeding to which he may be made a party by reason of his being, or having
been, a director, officer, agent or employee of the Corporation (whether or
not he continues to be such at the time of incurring such expenses) if he
acted in good faith and in a manner he reasonably believed to be in and not
opposed to the best interests of the Corporation, and with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. This provision is intended to provide for directors, officers,
agents and employees of the Corporation such indemnification as permitted
under the Delaware corporation law; it shall not operate to indemnify any
director, officer, agent or employee in any case in which such
indemnification is for any reason contrary to law. [Amended May 22, 1987]
AMENDMENTS
43. These Bylaws may be altered or repealed and new bylaws may be
made, altered or repealed at any regular meeting of the stockholders or the
Board of Directors, or at any special meeting of the stockholders or Board of
Directors provided that notice of such proposed making, alteration or repeal
be included in the notice of such special meeting. The power of the
stockholders and the Board shall include the fixing and appointing of the
number of directors.
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AMENDMENTS TO THE
BYLAWS OF
DAEDALUS ENTERPRISES, INC.
The following amendments were adopted by the Board of Directors at a meeting
held on January 14, 1969:
RESOLVED, that Paragraph 40 of the Bylaws of Daedalus Enterprises,
Inc. be, and the same hereby is, amended to read in its entirety as follows:
"The fiscal year of the Corporation shall begin on the first day of August
and end on the thirty-first day of July."
RESOLVED, that Paragraph 11 of the Bylaws of Daedalus Enterprises,
Inc. be, and the same hereby is, amended to read in its entirety as follows:
"The annual meeting of the shareholders of the Corporation shall be held on
the first Monday in December of each year, at two o'clock in the afternoon.
Directors shall be elected at each annual meeting by a plurality vote and
such other business shall be transacted as may come before the meeting."
The following amendments were adopted by the Board of Directors at a
meeting held on December 4, 1972:
RESOLVED, that Section 20 of the Bylaws of this Corporation be and
they are hereby amended to read as follows:
"20. The number of Directors shall be not less than three (3) nor
more than ten
(10)."
The following amendments were adopted by the Board of Directors at a
meeting held on October 15, 1983:
RESOLVED, that Paragraph 11 of the Bylaws of Daedalus Enterprises,
Inc., as amended on January 14, 1969, be and the same hereby is, amended to
read in its entirety as follows: "The Annual Meeting of the Shareholders of
the Corporation shall be held within the first two weeks of December of each
year at two o'clock in the afternoon. Actual date of the meeting will be set
by the Board of Directors at their regular meeting in October of each year.
Directors shall be elected at each annual meeting by a plurality vote and
such other business shall be transacted as may come before the meeting."
RESOLVED, FURTHER, that the above resolution pertains to all annual
meetings of the shareholders of the Corporation since 1971.
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The following amendment was adopted by the Board of Directors at a
meeting held on May 22, 1987:
RESOLVED, that Paragraph 42 of the Bylaws of Daedalus Enterprises,
Inc. be, and the same hereby is, amended in its entirety to read as follows:
"42. (a) Right to Indemnification. Each person who was or is made a
party or is threatened to be made a party to or is involved in any action,
suit or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a
person of whom he or she is the legal representative, is or was a director or
officer of the Corporation or is or was serving at the request of the
Corporation as a director or officer of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as director or officer or in any other
capacity while serving as a director or officer, shall be indemnified and
held harmless by the Corporation to the fullest extent authorized by the
Delaware General Corporation Law, as the same exists or may hereafter be
amended, Thus, in the case of any such amendment, only to the extent that
such amendment permits the Corporation to provide broader indemnification
rights than said law permitted the Corporation to provide prior to such
amendment) against all expense, liability and loss (including attorneys'
fees, judgments, fines, EPISA excise taxes or penalties and amounts to be
paid in settlement) reasonably incurred or suffered by such person in
connection therewith and such indemnification shall continue as to a person
who has ceased to be a director or officer and shall inure to the benefit of
his or her heirs, executors and administrators; provided, however, that
except as provided in paragraph (b) hereof with respect to proceedings
seeking to enforce rights to indemnification, the Corporation shall indemnify
any such person seeking indemnification in connection with a proceeding (or
part thereof) initiated by such person only if such proceeding (or part
thereof) was authorized by the Board of Directors of the Corporation. The
right to indemnification conferred in this Section shall be a contract right
and shall include the right to be paid by the Corporation the expenses
incurred in defending any such proceeding in advance of its final
disposition; provided, however, that if the Delaware General Corporation Law
requires, the payment of such expenses incurred by a director or officer in
his or her capacity as a director or officer (and not in any other capacity
in which service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee benefit plan)
in advance of the final disposition of a proceeding, shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of such
director or officer, to repay all amounts so advanced if it shall ultimately
be determined that such director or officer is not entitled to be indemnified
under this Section or otherwise.
(b) Right of Director or Officer Claimant to Bring Suit. If a claim
under paragraph (a) of this Section is not paid in full by the Corporation
within (60) days
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after a written claim has been received by the Corporation, except in a case
of a claim for expenses incurred in defending a proceeding in advance of its
final disposition, in which case the applicable period shall be twenty (20)
days, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense
of prosecuting such claim. It shall be a defense to any such action (other
than an action brought to enforce a claim for expenses incurred in defending
any proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the Corporation) that
the claimant has not met the standards of conduct which make it permissible
under the Delaware General Corporation Law for the Corporation to indemnify
the claimant for the amount claimed, but the burden of proving such defense
shall be on the Corporation. A determination that the claimant has not met
the applicable standard of conduct, when made: (1) by the Board of Directors
by a majority vote of a quorum consisting of directors who are not parties to
such action, suit, or proceeding; or (2) if such a quorum is not obtainable,
or, even if obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion; or (3) by the stockholders,
shall serve as evidence in support of a contention by the Corporation that
the claimant has not met that standard of conduct.
(c) Non-Exclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Section shall not be exclusive of any
other right which any person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, Bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.
(d) Indemnification of Employees and Agents of the Corporation. The
Corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification, and to be paid by the Corporation
the expenses incurred in defending any proceeding in advance of its final
disposition, to any employee or agent of the Corporation to the fullest
extent of the provisions of this Section with respect to the indemnification
and advancement of expenses of directors and officers of the Corporation.
(e) Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of
the Corporation or another corporation, partnership, joint venture, trust or
other enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such
expense, liability or loss under the Delaware General Corporation Law."
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The following amendment was adopted by the Board of Directors at a meeting
held on December 11, 1990:
RESOLVED, that Paragraph 18 of the Bylaws of Daedalus Enterprises,
Inc., be and the same hereby is, amended in its entirety to read as follows:
"18. (a) Inspectors of Elections. The Board of Directors shall
appoint, prior to the meeting, one or more inspectors of elections. The
inspectors will be responsible for ascertaining the number of shares
outstanding and the voting power of each, determining the shares represented
at the meeting and validity of proxies and ballots, counting all votes and
ballots, determining and retaining for a reasonable period a record of the
disposition of any challenges made to any determination by the inspectors,
and certifying their determination of the number of shares represented at the
meeting, and their count of all votes and ballots. The inspectors may appoint
or retain other persons or entities to assist in the performance of the
duties of the inspectors."
The following amendment was adopted by the Board of Directors at a
meeting held on October 24, 1997:
RESOLVED, that Paragraph 11 of the Bylaws of Daedalus Enterprises,
Inc, as amended October 15, 1983, be and the same hereby is, amended to read
in its entirety as follows:
The Annual Meeting of the Shareholders of the Corporation shall be
held within the first two weeks of December of each year at two
o'clock in the afternoon, or at such other date and time as the Board
of Directors may determine from time to time. Directors shall be
elected at each annual meeting by a plurality vote and such other
business shall be transacted as may come before the meeting.
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