EXHIBIT 3.2
BY-LAWS
OF
INSITUFORM TECHNOLOGIES, INC.
(as amended through March 14, 2003)
ARTICLE I - OFFICES
The principal offices of the Corporation in the State of Delaware shall
be located in the City of Dover, County of Kent. The Corporation may have such
other offices, either within or without the State of incorporation as the Board
of Directors may designate or as the business of the Corporation may from time
to time require.
ARTICLE II - STOCKHOLDERS
1. ANNUAL MEETING.
The annual meeting of the stockholders shall be held at such time and
upon such date in each year as the Board of Directors may determine, for the
purpose of electing directors and for the transaction of such other business as
may come before the meeting. If the day fixed for the annual meeting shall be a
legal holiday such meeting shall be held on the next succeeding business day.
2. SPECIAL MEETINGS.
Special meetings of the stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, may be called by either the Chairman of
the Board, the Chief Executive Officer or by the Board, and shall be called by
the Chief Executive Officer at the request of the holders of not less than fifty
percent of all the outstanding shares of the Corporation entitled to vote at the
meeting.
3. PLACE OF MEETING.
The Board may designate any place, either within or outside the State
unless otherwise prescribed by statute, as the place of meeting for any annual
meeting or for any special meeting called by the Board. A waiver of notice
signed by all stockholders entitled to vote at a meeting may designate any
place, either within or outside the state unless otherwise prescribed by
statute, as the place for holding such meeting. If no designation is made, or if
a special meeting be otherwise called, the place of meeting shall be the
principal office of the Corporation.
4. NOTICE OF MEETING.
Written or printed notice stating the place, day and hour of the meeting and, in
the case of a special meeting, the purpose or purposes for which the meeting is
called, shall be delivered not less than ten nor more than fifty days before the
date of the meeting, either personally or by mail, by or at the direction of
either the Chairman of the Board, the Chief Executive Officer, the
Secretary, or the officer or persons calling the meeting, to each stockholder of
record entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail, addressed to the
stockholder at his address as it appears on the stock transfer books of the
Corporation, with postage thereon pre-paid.
5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.
For the purpose of determining stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof, or stockholders
entitled to receive payment of any dividend, or in order to make a determination
of stockholders for any other proper purpose, the Board may fix in advance a
date as the record date for any such determination of stockholders, such date in
any case to be not more than sixty days and, in case of a meeting of
stockholders, not less than ten days prior to the date on which the particular
action requiring such determination of stockholders is to be taken. If the stock
transfer books are not closed and no record date is fixed for the determination
of stockholders entitled to notice of or to vote at a meeting of stockholders,
or stockholders entitled to receive payment of a dividend, the date on which
notice of the meeting is mailed or the date on which the resolution of the Board
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of stockholders. When a determination of stockholders
entitled to vote at any meeting of stockholders has been made as provided in
this section, such determination shall apply to any adjournment thereof.
6. VOTING LISTS.
The officer or agent having charge of the stock transfer books for
shares of the Corporation shall make, at least ten days before each meeting of
stockholders, a complete list of the stockholders entitled to vote at such
meeting, or any adjournment thereof, arranged in alphabetical order, with the
address of and the number of shares held by each, which list, for a period of
ten days prior to such meeting, shall be kept on file at the principal office of
the Corporation and shall be subject to inspection by any stockholder at any
time during usual business hours. Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any stockholder during the whole time of the meeting. The original stock
transfer book shall be prima facie evidence as to who are the stockholders
entitled to examine such list or transfer books or to vote at the meeting of
stockholders.
7. QUORUM.
At any meeting of stockholders a majority of the outstanding shares of
the Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders. If less than said number of
the outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified. The stockholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.
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8. PROXIES.
At all meetings of stockholders, a stockholder may vote by proxy
executed in writing by the stockholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting.
9. VOTING.
Each stockholder entitled to vote in accordance with the terms and
provisions of the Certificate of Incorporation and these By-laws shall be
entitled to one vote, in person or by proxy, for each share of stock entitled to
vote held by such stockholders. Upon the demand of any stockholder, the vote for
directors and upon any question before the meeting shall be by ballot. All
elections for directors shall be decided by plurality vote; all other questions
shall be decided by majority vote except as otherwise provided by the
Certificate of Incorporation or the laws of this State.
10. ORDER OF BUSINESS.
The order of business at all meetings of the stockholders, shall be as
follows:
1. Roll call.
2. Proof of notice of meeting or waiver of notice.
3. Reading of minutes of preceding meeting.
4. Reports of Officer.
5. Reports of Committees.
6. Election of Directors.
7. Unfinished Business.
8. New Business.
11. BUSINESS AT MEETINGS.
No business shall be transacted at an annual meeting of stockholders other than
business that is (i) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors (or any duly
authorized committee thereof), (ii) otherwise properly brought before the annual
meeting by or at the direction of the Board of Directors (or any duly authorized
committee thereof), or (iii) otherwise properly brought before the annual
meeting by a stockholder who (x) is a stockholder of record on the record date
for the determination of stockholders entitled to vote at such annual meeting
and on the date of the giving of the notice provided for in this Section 11 and
(y) complies with the procedures set forth in this Section 11 and any other
applicable requirements. No business shall be conducted at a special meeting of
stockholders other than business that is specified in the Corporation's notice
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of meeting (or any supplement thereto). In addition, only persons who are
nominated in accordance with the procedures set forth in this Section 11 (and
any other applicable requirements) shall be eligible for election as directors
of the Corporation. If business is not properly brought before any meeting of
stockholders in accordance with the procedures set forth in this Section 11, or
if a nomination at any meeting was not made in accordance with the requirements
of this Section 11, the Chairman of the Board shall declare to the meeting that
the business was not properly brought before the meeting, and such business
shall not be transacted, or the nomination was defective, and such defective
nomination shall be disregarded.
Nominations of persons for election to the Board of Directors may be
made at any annual meeting of stockholders, or at any special meeting of
stockholders at which directors are to be elected pursuant to the Corporation's
notice of meeting: (i) by or at the direction of the Board of Directors (or any
duly authorized committee thereof), subject to the requirements of these
By-laws, or (ii) by any stockholder who (x) is a stockholder of record on the
record date for the determination of stockholders entitled to vote at such
annual meeting and on the date of the giving of the notice provided for in this
Section 11 and (y) has complied with the procedures set forth in this Section
11.
For a stockholder to be entitled to properly bring business before an
annual meeting of stockholders, a proper Stockholder's Notice (as defined below)
must have been received by the Secretary of the Corporation at the principal
executive offices of the Corporation, and for any nomination of a person or
persons for election to the Board of Directors by a stockholder (a "Stockholder
Nomination") to be made at any annual meeting of stockholders, written notice
thereof meeting the requirements set forth below must have been received by the
Secretary of the Corporation at the principal executive offices of the
Corporation, in each case not less than 90 days nor more than 120 days prior to
the first anniversary of the date of the preceding year's annual meeting of
stockholders; provided, however, that in the event that the date of the annual
meeting is advanced or delayed by more than 30 days compared to the preceding
year's annual meeting, notice by the stockholder to be timely must be so
received not later than the close of business on the later of (i) the ninetieth
(90th) day prior to such annual meeting or (ii) the tenth (10th) day following
the day on which public disclosure (as defined below) of the date of the annual
meeting is first made.
For a Stockholder Nomination to be made at any special meeting of
stockholders as aforesaid, written notice thereof meeting the requirements set
forth below must have been received by the Secretary of the Corporation at the
principal executive offices of the Corporation, in each case not later than the
close of business on the later of (i) the ninetieth (90th) day prior to such
special meeting or (ii) the tenth (10th) day following the day on which public
disclosure of the date of the special meeting is made.
A Stockholder's Notice shall mean a written notice to the Secretary of
the Corporation which sets forth as to each matter such stockholder proposes to
bring before the annual meeting (i) a brief description of the business desired
to be brought before the annual meeting (including the form of the proposal) and
the reasons for conducting such business at the annual meeting, (ii) the name
and record address of such stockholder, (iii) the class or series and number of
shares of capital stock of the Corporation that are owned beneficially or of
record by such stockholder, indicating the name and address of any beneficial
owner of such shares, (iv) a description of all arrangements or understandings
between such stockholder (and any person acting on behalf of
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the stockholder) and any other person or persons (including their names) in
connection with the proposal of such business by such stockholder and any
material interest of such stockholder in such business, and (v) a representation
that such stockholder intends to appear in person or by proxy at the annual
meeting to bring such business before the meeting.
Any notice of a Stockholder Nomination must set forth (a) as to each
person whom the stockholder proposes to nominate for election as a director (i)
the name, age, business address and residence address of the person, (ii) the
principal occupation or employment of the person, (iii) the class or series and
number of shares of capital stock of the Corporation that are owned beneficially
or of record by the person and (iv) any other information relating to the person
that would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for election of
directors pursuant to Section 14 of the Securities Exchange Act of 1934, as then
in effect (the "Exchange Act"), and the rules and regulations promulgated
thereunder; and (b) as to the stockholder giving the notice (i) the name and
record address of such stockholder, (ii) the class or series and number of
shares of capital stock of the Corporation that are owned beneficially or of
record by such stockholder, (iii) a description of all arrangements or
understandings between such stockholder and each proposed nominee and any other
person or persons (including their names) pursuant to which the nomination(s)
are to be made by such stockholder, (iv) a representation that such stockholder
intends to appear in person or by proxy at the meeting to nominate the persons
named in its notice and (v) any other information relating to such stockholder
that would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for election of
directors pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder. Such notice must be accompanied by a written
consent of each proposed nominee to being named as a nominee and to serve as a
director if elected.
For purposes of this Section 11, "public disclosure" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.
ARTICLE III - BOARD OF DIRECTORS
1. GENERAL POWERS.
The business and affairs of the Corporation shall be managed by its
Board of Directors. The directors shall in all cases act as a board, and they
may adopt such rules and regulations for the conduct of their meetings and the
management of the Corporation, as they may deem proper, not inconsistent with
these By-laws and the laws of this State.
2. NUMBER OF DIRECTORS, TENURE AND QUALIFICATIONS.
The Board of Directors at the date of these By-laws shall consist of
nine (9) directors; provided, such number of directors may be increased or
decreased from time to time exclusively pursuant to a resolution adopted by a
majority of all directors then serving.
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3. REGULAR MEETINGS.
The Board may provide, by resolution, the time and place for the
holding of regular meetings without other notice than such resolution.
4. SPECIAL MEETINGS.
Special meetings of the Board may be called by or at the request of the
Chairman of the Board, the Chief Executive Officer, the President or any two
directors. The person or persons authorized to call special meetings of the
Board may fix the place either within or outside the State, for holding any
special meeting of the Board called by such person or persons.
5. NOTICE.
Notice of any special meeting shall be given at least 24 hours
previously thereto by written notice delivered personally, or by telegram or
telecopy or mailed to each director at such director's residence or business
address (or as otherwise requested by a director). If mailed, such notice shall
be deemed to be delivered when deposited in the United States mail so addressed,
with postage thereon prepaid. If notice be given by telegram, such notice shall
be deemed to be delivered when the telegram is delivered to the telegraph
company. The attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
6. QUORUM.
At any meeting of the Board a majority shall constitute a quorum for
the transaction of business, but if less than said number is present at a
meeting, a majority of the directors present may adjourn the meeting from time
to time without further notice.
7. MANNER OF ACTING.
The act of the majority of the directors present at a meeting at which
a quorum is present shall be the act of the Board.
8. NEWLY-CREATED DIRECTORSHIPS AND VACANCIES.
Any vacancy on the Board of Directors and any newly-created
directorship resulting from an increase in the number of directors may be filled
by the Board in accordance with the Corporation's Certificate of Incorporation.
9. REMOVAL OF DIRECTORS.
Any or all of the directors may be removed only for cause by vote of
the stockholders.
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10. RESIGNATION.
A director may resign at any time by giving written notice to the
Board, the Chairman of the Board, the Chief Executive Officer or the Secretary
of the Corporation. Unless otherwise specified in the notice, the resignation
shall take effect upon receipt thereof by the Board or such officer, and the
acceptance of the resignation shall not be necessary to make it effective.
11. COMPENSATION.
The Board of Directors shall have the authority to fix the compensation
of directors. Nothing herein shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed compensation for attending
committee meetings.
12. PRESUMPTION OF ASSENT.
A director of the Corporation who is present at a meeting of the Board
at which action on any corporate matter is taken shall be presumed to have
assented to the action taken unless such director's dissent shall be entered in
the minutes of the meeting or unless such director shall file such director's
written dissent to such action with the person acting as the Secretary of the
meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.
13. EXECUTIVE AND OTHER COMMITTEES.
The Board, by resolution, may designate from among its members an
executive committee and other committees, each consisting of one or more
directors. Each such committee shall serve at the pleasure of the Board.
14. NOTICE AND APPROVAL OF CERTAIN ACTIONS
Notwithstanding any other provision of these By-laws: (a) in the event
that any director proposes to bring before any regular or special meeting of the
Board of Directors any proposal relating to any amendment of the Corporation's
Certificate of Incorporation or these By-laws, or any change in the structure,
composition (other than such director's resignation) or governance of the Board
of Directors (any such action being referred to herein as a "Special Action"),
such director must provide written notice thereof (including a reasonably
detailed description of such proposal) to each member of the Board of Directors
at least seven days prior to the date of the Board meeting at which the Special
Action is to be proposed; and (b) the taking of any Special Action by the Board
of Directors must be approved by a majority of all directors then serving.
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ARTICLE IV - OFFICERS
1. NUMBER.
The officers of the Corporation shall be a Chairman of the Board, a
Chief Executive Officer, a President, one or more Vice Presidents and a
Secretary, each of whom shall be elected by the Board. The Board may also elect
a Vice Chairman of the Board. The Chief Executive Officer may also hold the
position of Chairman of the Board and/or President. Vice Presidents may be given
distinctive designations such as Executive Vice President, Group Vice President,
Senior Vice President or any similar designation. The Board may elect or appoint
such other officers (including a Treasurer), assistant officers and agents as it
may deem necessary who shall hold their offices for such terms and shall
exercise such powers and perform such duties as may be determined from time to
time by the Board. In connection with the election of any officer of the
Corporation, the Board may determine that such officer, in addition to the title
of the office to which such officer is elected, shall have a further title as
the Board may designate, such as Chief Operating Officer, Chief Financial
Officer or General Counsel, and the Board may prescribe powers to be exercised
and duties to be performed by any such officer to whom any such additional title
of office is given in addition to those powers and duties provided for by these
By-laws for such office. In addition, the Chief Executive Officer and/or the
President may from time to time appoint such officers of operating divisions,
and such contracting and attesting officers, of the Corporation as the Chief
Executive Officer and/or President may deem proper, who shall have such
authority, subject to the control of the Board, as the Chief Executive Officer
and/or President may from time to time prescribe.
2. ELECTION AND TERM OF OFFICE.
The officers of the Corporation to be elected by the Board shall be
elected annually at the first meeting of the Board held after each annual
meeting of the stockholders. Each officer elected by the Board shall hold office
until such officer's successor shall have been duly elected and shall have
qualified or, if earlier, until such officer's death or until such officer shall
resign or shall have been removed in the manner hereinafter provided. Each
officer of the Corporation appointed by the President shall hold office for such
period as the President may from time to time prescribe or, if earlier, until
such officer's death or until such officer shall resign or shall have been
removed in the manner hereinafter provided.
3. REMOVAL.
Any officer elected or appointed by the Board, or any officer appointed
by the President, may be removed by the Board whenever in its judgment the best
interests of the Corporation would be served thereby, but such removal shall be
without prejudice to the contract, if any, of the person so removed. Any officer
appointed by the President may be removed by the President whenever in the
President's judgment the best interests of the Corporation would be served
thereby, but such removal shall be without prejudice to the contract, if any, of
the person so removed.
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4. VACANCIES.
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise of an officer elected or appointed by the Board
may be filled by the Board for the unexpired portion of the term. A vacancy in
any office because of death, resignation, removal, disqualification or otherwise
of any officer appointed by the President may be filled by the President for the
unexpired portion of the term.
4A. CHAIRMAN OF THE BOARD.
The Chairman of the Board shall preside, when present, at all meetings
of the Board of Directors and at all meetings of the stockholders and will
perform such other duties as may be prescribed from time to time by the Board or
these By-laws. In the absence, death or inability or refusal to act of the Chief
Executive Officer, the Chairman shall exercise all of the powers and discharge
all of the duties of the Chief Executive Officer.
4B. VICE CHAIRMAN OF THE BOARD.
In the absence, death or inability or refusal to act of the Chairman of
the Board, the Vice Chairman of the Board shall perform the duties of the
Chairman of the Board and, when so acting, shall have all the powers of and be
subject to all the restrictions on the Chairman of the Board. The Vice Chairman
of the Board shall perform such other duties as may be prescribed from time to
time by the Board or these By-laws. Notwithstanding any other provisions of
these By-laws, the Vice Chairman of the Board, acting in any capacity, shall not
have the power to call any special meeting of the Stockholders.
4C. CHIEF EXECUTIVE OFFICER.
The Chief Executive Officer shall be responsible for the general and
active management of the business and affairs of the Corporation, subject only
to the control of the Board. The Chief Executive Officer shall see that all
orders and resolutions of the Board of Directors are carried into effect and
shall be responsible to the Board of Directors for the Corporation's strategic
development and operational results and for the conduct of the Corporation's
business and affairs in accordance with policies approved by the Board of
Directors. The Chief Executive Officer shall have full authority in respect to
the signing and execution of deeds, bonds, mortgages, contracts and other
instruments of the Corporation; and, in general, to exercise all the powers and
authority usually appertaining to the chief executive officer of a Corporation.
In the absence, death or inability or refusal to act of the Chairman of the
Board and the Vice Chairman of the Board, the Chief Executive Officer (i) shall
preside at all meetings of stockholders, (ii) if a member of the Board, shall
preside at all meetings of the Board and (iii) shall otherwise exercise all of
the powers and discharge all of the duties of the Chairman of the Board. The
Chief Executive Officer shall perform such other duties as the Board may
prescribe.
5. PRESIDENT.
The President shall be an executive officer of the Corporation. The
President shall have equal authority with the Chief Executive Officer to sign
and execute deeds, bonds, mortgages,
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contracts and other instruments of the Corporation. The President shall have all
powers and shall perform all duties incident to the office of President, and
shall have the general authority to cause the employment or appointment of such
employees and agents of the Corporation as the proper conduct of operations may
require, and to fix their compensation, subject to the provisions of these
By-laws; to remove or suspend any employee or agent who shall have been employed
or appointed under the President's authority or under authority of an officer
subordinate to the President. The President shall perform such other duties as
from time to time may be assigned to him by the Chief Executive Officer. In the
absence, death or inability or refusal to act of the Chairman of the Board, the
Vice Chairman and the Chief Executive Officer, the President (i) shall preside
at meetings of stockholders, (ii) if a member of the Board, shall preside at
meetings of the Board, (iii) shall otherwise exercise all the powers and
discharge all of the duties of the Chairman of the Board (if a member of the
Board) and of the Chief Executive Officer; and (iv) shall perform such other
duties as the Board or the Chief Executive Officer shall prescribe.
6. VICE PRESIDENT.
In the absence, death or inability or refusal to act of the President,
one of the Vice Presidents designated by the Board or the Chief Executive
Officer shall perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President. The Vice Presidents shall perform such other duties as from time to
time may be assigned to them by the Board, the Chief Executive Officer or the
President. If the Board gives any Vice President a distinctive designation, such
as Executive Vice President, or an additional titled, the Board may also
establish the reporting responsibility of such Vice President directly to the
Chief Executive Officer.
7. SECRETARY.
The Secretary shall keep the minutes of the stockholders' and of the
Board's meetings in one or more books provided for that purpose, see that all
notices are duly given in accordance with the provisions of these By-laws or, as
required, be custodian of the corporate records and of the seal of the
Corporation and keep a register of the post office address of each stockholder
which shall be furnished to the Secretary by such stockholder, have general
charge of the stock transfer books of the Corporation and 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 Board or the Chief Executive
Officer.
8. TREASURER.
If elected by the Board, the Treasurer shall have charge and custody of
and be responsible for all funds and securities of the Corporation; receive and
give receipts for monies due and payable to the Corporation from any source,
whatsoever, and deposit all such monies in the name of Corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with these By-laws and in general perform all of 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 Board or the Chief Executive Officer. If required by
the Board, the Treasurer shall give a bond for the faithful discharge of the
Treasurer's duties in such sum and with such surety or sureties as the Board
shall determine.
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9. SALARIES.
The salaries of those officers elected or appointed by the Board shall
be fixed from time to time by the Board, and no officer shall be prevented from
receiving such salary by reason of the fact that such officer is also a director
of the Corporation.
ARTICLE V - CONTRACTS, LOANS, CHECKS AND DEPOSITS
1. CONTRACTS.
The Board may authorize any officer or officers, agent or agents, to
enter into any contract or execute and deliver any instrument in the name of and
on behalf of the Corporation, and such authority may be general or confined to
specific instances. The Chief Executive Officer and/or the President may
authorize any contracting officer appointed by the Chief Executive Officer
and/or the President pursuant to Section 1 of Article IV to enter into any
contract in the ordinary course of business of the Corporation, or execute and
deliver any instrument in connection therewith, in the name and on behalf of the
Corporation.
2. LOANS.
No loans shall be contracted on behalf of the Corporation and no
evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the Board. Such authority may be general or confined to specific
instances.
3. CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the Corporation, shall be
signed by such officer or officers, agent or agents of the Corporation and in
such manner as shall from time to time be determined by resolution of the Board.
4. DEPOSITS.
All funds of the Corporation not otherwise employed shall be deposited
from time to time to the credit of the Corporation in such banks, trust
companies or other depositaries as the Board may select.
ARTICLE VI - CERTIFICATES FOR SHARES AND THEIR TRANSFER
1. CERTIFICATES FOR SHARES.
Certificates representing shares of the Corporation shall be in such form as
shall be determined by the Board. Such certificates shall be signed by any of
the Chairman of the Board, Chief Executive Officer or the President, as
authorized by the Board and the Secretary, or such other officers authorized by
law and by the Board. All certificates for shares shall be consecutively
numbered or otherwise identified. The name and address of the stockholders, the
number of shares and date of issue, shall be entered on the stock transfer books
of the
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Corporation. All certificates surrendered to the Corporation for transfer shall
be cancelled and no new certificate shall be issued until the former certificate
for a like number of shares shall have been surrendered and cancelled, except
that in case of a lost, destroyed or mutilated certificate a new one may be
issued therefor upon such terms and indemnity to the Corporation as the Board
may prescribe.
2. TRANSFERS OF SHARES.
(a) Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate; every such transfer shall be entered on
the transfer book of the Corporation which shall be kept at its principal
office.
(b) The Corporation shall be entitled to treat the holder of record of
any share as the holder in fact thereof, and, accordingly, shall not be bound to
recognized any equitable or other claim to or interest in such share on the part
of any other person whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of this State.
ARTICLE VII - FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of
January in each year.
ARTICLE VIII - DIVIDENDS
The Board may from time to time declare, and the Corporation may pay,
dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law.
ARTICLE IX - SEAL
The Board shall provide a corporate seal which shall be circular in
form and shall have inscribed thereon the name of the Corporation, the state of
incorporation, year of incorporation and the words, "Corporate Seal".
ARTICLE X - WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be
given to any stockholder or director of the Corporation under the provisions of
these By-laws or under the provisions of the Certificate of Incorporation, a
waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.
ARTICLE XI - AMENDMENTS
Except as otherwise provided by law, the Board of Directors may adopt,
alter, amend or repeal the By-laws of the Corporation, provided, however, that
the stockholders, representing a majority of all the shares issued and
outstanding at any annual stockholders' meeting or at any special stockholders'
meeting, may repeal, alter or amend By-laws adopted by the Board of
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Directors and may adopt new By-laws; provided, further, however, that the size
of the Board of Directors, as set forth in Section 2 of Article III, may only be
amended by a vote of at least 80% of the members of the Board of Directors or by
a vote of the stockholders, representing a majority of all of the shares issued
and outstanding, at any annual stockholders' meeting or at any special
stockholders' meeting.
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