EXHIBIT 3.2
RESTATED BYLAWS
STARTEK, INC.,
A DELAWARE CORPORATION
ARTICLE I
OFFICES
SECTION 1. REGISTERED OFFICES. The registered office of the corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware.
SECTION 2. OTHER OFFICES. The corporation may also have offices at such
other place or places within and/or outside the State of Delaware as the board
of directors of the corporation (the "Board") may determine from time to time or
as the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. PLACE OF MEETINGS. Meetings of stockholders shall be held at any
place within or outside the State of Delaware as designated by the Board. In the
absence of any such designation, stockholders' meetings shall be held at the
principal executive office of the corporation.
SECTION 2. ANNUAL MEETING OF STOCKHOLDERS. The annual meeting of
stockholders shall be held each year on a date and at a time designated by the
Board.
SECTION 3. QUORUM; ADJOURNED MEETINGS AND NOTICE THEREOF. A majority of the
voting power of the shares of capital stock of the corporation issued and
outstanding and entitled to vote at any meeting of stockholders, the holders of
which are present in person or represented by proxy, shall constitute a quorum
for the transaction of business, except as otherwise provided by law, by the
Restated Certificate of Incorporation of the corporation, as amended, restated
or supplemented from time to time hereafter (the "Certificate of
Incorporation"), or by these Restated Bylaws, as amended, restated or
supplemented from time to time hereafter (these "Bylaws"). A quorum, once
established, shall not be broken by the withdrawal of enough votes to leave less
than a quorum and the votes present may continue to transact business until
adjournment. If, however, such quorum shall not be present or represented at any
meeting of the stockholders, a majority of the voting power of the shares of
capital stock represented in person or by proxy may adjourn the meeting from
time to time, without notice other than announcement at the meeting of the time
and place of the adjourned meeting, until a quorum shall be present or
represented. 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 noticed. If the adjournment is for more than thirty
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote thereat.
SECTION 4. VOTING. When a quorum is present at any meeting, in all matters
other than the election of directors, the vote of the holders of stock
representing a majority of the voting power present in person or represented by
proxy shall decide any question brought before such meeting, unless the question
is one upon which by express provision of the Certificate of Incorporation,
these Bylaws, or any rule, regulation or statutory provision applicable to the
corporation, a different vote is required in which case such express provision
shall govern and control the decision of such question. Directors shall be
elected by a plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote on the election of
directors.
SECTION 5. PROXIES. At each meeting of the stockholders, each stockholder
having the right to vote may vote in person or may authorize another person or
persons to act for him by proxy appointed by an instrument in writing subscribed
by such stockholder and bearing a date not more than three years prior to said
meeting, unless said instrument provides for a longer period. All proxies must
be filed with the Secretary of the corporation at the beginning of each meeting
in order to be counted in any vote at the meeting. Each stockholder shall have
one vote for each share of common stock having voting power, registered in his
name on the books of the corporation on the record date set by the Board as
provided in Article VII, Section 6 hereof.
SECTION 6. SPECIAL MEETINGS. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Board, the Chairman of the
Board or the President. Such request shall state the purpose or purposes of the
proposed meeting. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice of such special meeting.
SECTION 7. NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.
(1) Nominations of persons for election to the Board and the proposal of
business to be considered by the stockholders may be made at an annual
meeting of stockholders (a) pursuant to the corporation's notice of meeting,
(b) by or at the direction of the Board or (c) by any stockholder of the
corporation who was a stockholder of record at the time of giving of notice
provided for in this Bylaw, who is entitled to vote at the meeting and who
complies with the notice procedures set forth in this Bylaw.
(2) For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (c) of paragraph (1) of
this Bylaw, the stockholder must have given timely notice thereof in writing
to the Secretary of the corporation and such other business must otherwise
be a proper matter for stockholder action. To be timely, a stockholder's
notice shall be delivered to the Secretary at the principal executive
offices of the corporation not later than the close of business on the
sixtieth (60th) day nor earlier than the close of business on the ninetieth
(90th) day prior to the first anniversary of the preceding year's annual
meeting; provided, however, that in the event that the date of the annual
meeting is more than thirty (30) days before or more than sixty (60) days
after such anniversary date, notice by the stockholder to be timely must be
so delivered not earlier than the close of business on the ninetieth (90th)
day prior to such annual meeting and not later than the close of business on
the later of the sixtieth (60th) day prior to such annual meeting or the
tenth (10th) day following the day on which public announcement of the date
of such meeting is first made by the corporation. In no event shall the
public announcement of an adjournment of an annual meeting commence a new
time period for the giving of a stockholder's notice as described above.
Such stockholder's notice shall set forth (a) as to each person whom the
stockholder proposes to nominate for election or re-election as a director,
all information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors in an election contest,
or is otherwise required, in each case, pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule
14A-11 thereunder (including such person's written consent to being named in
the proxy statement as a nominee and to serving as a director if elected);
(b) as to any other business that the stockholder proposes to bring before
the meeting, a brief description of the business desired to be brought
before the meeting, the reasons for conducting such business at the meeting
and any material interest in such business of such stockholder and the
beneficial owner, if any, on whose behalf the nomination or proposal is made
and (c) as to the stockholder giving the notice and the beneficial owner, if
any, on whose behalf the nomination or proposal is made (i) the name and
address of such stockholder, as they appear on the corporation's books, and
of such beneficial owner and (ii) the class and number of shares of the
corporation which are owned beneficially and of record by such stockholder
and such beneficial owner.
SECTION 8. MAINTENANCE AND INSPECTION OF STOCKHOLDER LIST. The officer who
has charge of the stock ledger of the corporation shall prepare and make, at
least ten (10) days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of
at least ten days prior to the meeting, either at a place within the city where
the meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.
SECTION 9. ACTION WITHOUT MEETING. Unless otherwise provided in the
Certificate of Incorporation, any action required to be taken at any annual or
special meeting of stockholders of the corporation, or any action which may be
taken at any annual or special meeting of such stockholders, may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
SECTION 1. NUMBER AND ELECTION OF DIRECTORS. The number of directors (other
than directors elected by one or more series of preferred stock) which shall
constitute the whole Board shall be not less than one (1) nor more than nine
(9), the exact number of directors to be determined from time to time solely by
resolution adopted by the affirmative vote of a majority of the directors. The
directors need not be stockholders. The directors shall be elected at the annual
meeting of the stockholders, except as provided in Section 2 of this Article
III, and each director elected shall hold office until his successor is duly
elected and qualified.
SECTION 2. VACANCIES. Vacancies on the Board by reason of death,
resignation, removal or otherwise, and newly created directorships resulting
from any increase in the number of directors may be filled (other than directors
elected by one or more series of preferred stock) solely by a majority of the
directors then in office (although less than a quorum) or by a sole remaining
director. Each director so chosen shall hold office until such director's
successor shall have been duly elected and qualified or until such director's
earlier death, resignation, disqualification or removal. If, at the time of
filling any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole Board (as constituted
immediately prior to any such increase), the Delaware Court of Chancery may,
upon application of any stockholder or stockholders having the right to vote for
such directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the directors chosen by
the directors then in office.
SECTION 3. POWERS. The property and business of the corporation shall be
managed by or under the direction of its Board. In addition to the powers and
authorities by these Bylaws expressly conferred upon them, the Board may
exercise all such powers of the corporation and do all such lawful acts and
things as are not by statute or by the Certificate of Incorporation or by these
Bylaws directed or required to be exercised or done by the stockholders.
SECTION 4. PLACE OF DIRECTORS' MEETINGS. The directors may hold their
meetings and have one or more offices, and keep the books of the corporation
outside of the State of Delaware.
SECTION 5. REGULAR MEETINGS. Regular meetings of the Board may be held
without notice at such time and place as shall from time to time be determined
by the Board.
SECTION 6. SPECIAL MEETINGS. Special meetings of the Board may be called by
the Chairman of the Board or the President on forty-eight (48) hours notice to
each director, either personally or by mail, telecopier, or other means of
electronic transmission at the address of such director on the books and records
of the corporation; special meetings shall also be called by the Chairman of the
Board, the President or the Secretary in like manner and on like notice on the
written request of two (2) directors.
SECTION 7. QUORUM. At all meetings of the Board a majority of the then
authorized number of directors shall be necessary and sufficient to constitute a
quorum for the transaction of business, and the vote of a majority of the
directors present at any meeting at which there is a quorum shall be the act of
the Board, except as may be otherwise specifically provided by statute, by the
Certificate of Incorporation or by these Bylaws. If a quorum shall not be
present at any meeting of the Board, the directors present thereat may adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
SECTION 8. ACTION WITHOUT MEETING. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, any action required or permitted
to be taken at any meeting of the Board or of any committee thereof may be taken
without a meeting, if all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee, as the case may be.
SECTION 9. TELEPHONIC MEETINGS. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, members of the Board, or any
committee designated by the Board, may participate in a meeting of the Board, or
any committee, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation in a meeting shall constitute presence in
person at such meeting.
SECTION 10. COMMITTEES OF DIRECTORS. The Board may by resolution designate
one (1) or more committees, each such committee to consist of one (1) or more
directors of the corporation. The Board may designate one (1) or more directors
as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not such
member or members constitute a quorum, may unanimously appoint another member of
the Board to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
Board, shall have and may exercise all the powers and authority of the Board in
the management of the business and affairs of the corporation, and may authorize
the seal of the corporation to be affixed to all papers which may require it;
but no such committee shall have the power or authority in reference to the
following matters: (1) approving or adopting, or recommending to the
stockholders, any action or matter expressly required by the General Corporation
Law of the State of Delaware, as amended, to be submitted to stockholders for
approval or (2) adopting, amending or repealing any Bylaw of the corporation.
SECTION 11. MINUTES OF COMMITTEE MEETINGS. Each committee shall keep regular
minutes of its meetings and report the same to the Board when required.
SECTION 12. COMPENSATION OF DIRECTORS. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, the Board shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the Board or a stated salary as
director. No such payment 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 like compensation for attending
committee meetings.
SECTION 13. CHAIRMAN OF THE BOARD. The Chairman of the Board, if any, shall
be elected by the Board and preside at all meetings of the stockholders and the
Board and exercise and perform such other powers and duties as may be from time
to time assigned to him by the Board or prescribed by these Bylaws. The Chairman
of the Board may be identified as either "Chairman" or "Chairman of the Board."
ARTICLE IV
OFFICERS
SECTION 1. OFFICERS. The officers of the corporation shall be chosen by the
Board and shall include a President and a Secretary. The corporation may also
have, at the discretion of the Board, such other officers as are
desired, including a Chief Executive Officer, a Chief Financial Officer, a
Treasurer, one (1) or more Vice Presidents, one (1) or more Assistant
Secretaries and Assistant Treasurers, and such other officers as may be
appointed in accordance with the provisions of Section 3 of this Article IV. In
the event there are two (2) or more Vice Presidents, then one (1) or more may be
designated as Executive Vice President, Senior Vice President, or other similar
or dissimilar title. At the time of the election of officers, the directors may
by resolution determine the order of their rank. Any number of offices may be
held by the same person, unless the Certificate of Incorporation or these Bylaws
otherwise provide.
SECTION 2. ELECTION OF OFFICERS. The Board, at its first meeting after each
annual meeting of stockholders, shall choose the officers of the corporation.
SECTION 3. SUBORDINATE OFFICERS. The Board may appoint such other officers
and agents as it shall deem necessary who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board.
SECTION 4. COMPENSATION OF OFFICERS. The salaries of all officers and agents
of the corporation shall be fixed by the Board.
SECTION 5. TERM OF OFFICE; REMOVAL AND VACANCIES. The officers of the
corporation shall hold office until their successors are chosen and qualify in
their stead. Any officer elected or appointed by the Board may be removed at any
time by the affirmative vote of a majority of the members of the Board. If the
office of any officer or officers becomes vacant for any reason, the vacancy
shall be filled by the Board.
SECTION 6. PRESIDENT. Subject to such supervisory powers, if any, as may be
given by the Board to the Chairman of the Board, the President shall be the
Chief Executive Officer of the corporation and shall, subject to the control of
the Board, have general supervision, direction and control of the business and
officers of the corporation. In the absence or disability of the Chairman of the
Board, he shall preside at all meetings of the stockholders and the Board. He
shall have the general powers and duties of management usually vested in the
office of President and Chief Executive Officer of corporations, and shall have
such other powers and duties as may be prescribed by the Board or these Bylaws.
SECTION 7. VICE PRESIDENTS. In the absence or disability of both the
Chairman of the Board and the President, the Vice Presidents in order of their
rank as fixed by the Board, or if not ranked, the Vice President designated by
the Board, shall perform all the duties of the Chairman of the Board and the
President, and when so acting shall have all the powers of and be subject to all
the restrictions upon the Chairman of the Board and the President. The Vice
Presidents shall have such other duties as from time to time may be prescribed
for them, respectively, by the Board.
SECTION 8. SECRETARY. The Secretary shall attend all sessions of the Board
and all meetings of the stockholders and record all votes and the minutes of all
proceedings in a book to be kept for that purpose; and shall perform like duties
for the standing committees when required by the Board. He shall give, or cause
to be given, notice of all meetings of the stockholders and of the Board, and
shall perform such other duties as may be prescribed by the Board or these
Bylaws. 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 an
Assistant Secretary. The Board may give general authority to any other officer
to affix the seal of the corporation and to attest the affixing by his
signature.
SECTION 9. ASSISTANT SECRETARY. The Assistant Secretary, or if there be more
than one (1), the Assistant Secretaries in the order determined by the Board, or
if there be no such determination, the Assistant Secretary designated by the
Board, shall, in the absence or disability of the Secretary, perform the duties
and exercise the powers of the Secretary and shall perform such other duties and
have such other powers as the Board may from time to time prescribe.
SECTION 10. TREASURER. The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation, in
such depositories as may be designated by the Board. He shall disburse the funds
of the corporation as may be ordered by the Board, taking proper vouchers for
such disbursements, and shall render to the Board, at its regular meetings, or
when the Board so requires, an account of all his transactions as Treasurer and
of the financial condition of the corporation. If required by the Board, he
shall give the corporation a bond, in such sum and with such surety or sureties
as shall be satisfactory to the Board, for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.
SECTION 11. ASSISTANT TREASURER. The Assistant Treasurer, or if there shall
be more than one (1), the Assistant Treasurers in the order determined by the
Board, or if there be no such determination, the Assistant Treasurer designated
by the Board, shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer and shall perform such other
duties and have such other powers as the Board may from time to time prescribe.
ARTICLE V
MANDATORY INDEMNIFICATION OF DIRECTORS AND OFFICERS
The corporation shall indemnify every person who was or is a party or is or
was threatened to be made a party to any action, suit, or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
is or was a director or officer of the corporation or, while a director or
officer of the corporation, is or was serving at the request of the corporation
as a director or officer of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, against expenses (including
counsel fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding,
to the full extent permitted by applicable law. The corporation shall be
required to indemnify a person in connection with a proceeding (or part thereof)
initiated by such person only if the proceeding (or part thereof) was authorized
by the Board. The indemnification provided for in these Bylaws shall not be
deemed exclusive of any other rights to which those seeking indemnification may
be entitled under these Bylaws, or any agreement, vote of stockholders or
otherwise.
ARTICLE VI
PERMISSIVE INDEMNIFICATION OF EMPLOYEES AND AGENTS
The corporation may, at its option, indemnify every person who was or is a
party or is or was threatened to be made a party to any action, suit, or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was an employee or agent of the corporation or, while
an employee or agent of the corporation, is or was serving at the request of the
corporation as an employee or agent or trustee of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
against expenses (including counsel fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding, to no greater extent than is permitted by applicable
law.
ARTICLE VII
CERTIFICATES OF STOCK
SECTION 1. CERTIFICATES. Every holder of stock of the corporation shall be
entitled to have a certificate signed by, or in the name of the corporation by,
the Chairman or Vice Chairman of the Board, or the President or a Vice
President, and by the Secretary or an Assistant Secretary, or the Treasurer or
an Assistant Treasurer of the corporation, certifying the number of shares
represented by the certificate owned by such stockholder in the corporation.
SECTION 2. SIGNATURES ON CERTIFICATES. Any or all of the signatures on the
certificate may be a facsimile. In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed upon a
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 were such officer, transfer agent, or registrar at the date
of issue.
SECTION 3. STATEMENT OF STOCK RIGHTS, PREFERENCES, PRIVILEGES. If the
corporation shall be authorized to issue more than one (1) class of stock or
more than one (1) series of any class, the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights shall be set forth in full or summarized on the face
or back of the certificate which the corporation shall issue to represent such
class or series of stock; provided that, except as otherwise provided in Section
202 of the General Corporation Law of the State of Delaware, as amended, in lieu
of the foregoing requirements, there may be set forth on the face or back of the
certificate which the corporation shall issue to represent such class or series
of stock, a statement that the corporation will furnish without charge to each
stockholder who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.
SECTION 4. LOST CERTIFICATES. The Board may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the Board may, in its discretion and
as a condition precedent to the issuance thereof, require the owner of such
lost, stolen or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as the Board shall require
and/or to give the corporation a bond in such sum as the Board may direct as
indemnity against any claim that may be made against the corporation with
respect to the certificate alleged to have been lost, stolen or destroyed.
SECTION 5. TRANSFERS OF STOCK. 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, assignation or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
SECTION 6. FIXED RECORD DATE. In order that the corporation may determine
the stockholders entitled to notice of or to vote at any meeting of the
stockholders, or any adjournment thereof, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board may fix a record date
which shall not be more than sixty (60) nor less than ten (10) days before the
date of such meeting, nor more than sixty (60) days prior to any other action. 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 may fix a new record date for the adjourned meeting.
SECTION 7. REGISTERED STOCKHOLDERS. The corporation shall be entitled to
treat the holder of record of any share or shares of stock as the holder in fact
thereof and accordingly shall not be bound to recognize any equitable or other
claim 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 otherwise expressly
provided by the laws of the State of Delaware.
ARTICLE VIII
GENERAL PROVISIONS
SECTION 1. DIVIDENDS. Dividends upon the capital stock of the corporation,
subject to the provisions of the Certificate of Incorporation, if any, may be
declared by the Board at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the Certificate of Incorporation.
SECTION 2. PAYMENT OF DIVIDENDS; DIRECTORS' DUTIES. Before payment of any
dividend there may be set aside out of any funds of the corporation available
for dividends such sum or sums as the directors from time to time, in their
absolute discretion, think proper as a reserve fund to meet contingencies, or
for equalizing dividends, or for repairing or maintaining any property of the
corporation, or for such other purposes as the directors shall think conducive
to the interests of the corporation, and the directors may abolish any such
reserve.
SECTION 3. CHECKS. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers as the Board may from
time to time designate.
SECTION 4. FISCAL YEAR. The fiscal year of the corporation shall be fixed by
resolution of the Board.
SECTION 5. CORPORATE SEAL. The corporate seal shall have inscribed thereon
the name of the corporation, the year of its organization and the words
"Corporate Seal, Delaware." Said seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.
SECTION 6. MANNER OF GIVING NOTICE. Whenever, under the provisions of the
Certificate of Incorporation, or of these Bylaws, or any rule, regulation or
statutory provision applicable to the corporation, notice is required to be
given to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given (unless otherwise provided) in writing, by
mail, addressed to such director or stockholder, at his address as it appears on
the records of the corporation, with postage thereon prepaid, and such notice
shall be deemed to be given at the time when the same shall be deposited in the
United States mail. Notice to directors may also be given by mail, telecopier,
or other means of electronic transmission at the address of such director on the
books and records of the corporation.
SECTION 7. WAIVER OF NOTICE. Whenever any notice is required to be given
under the provisions of the certificate of Incorporation or of these Bylaws, or
any rule, regulation or statutory provision applicable to the corporation, a
waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE IX
AMENDMENTS
These Bylaws may be altered, amended or repealed or new bylaws may be
adopted by the stockholders or by the Board (when such power is conferred upon
the Board by the Certificate of Incorporation) at any regular meeting of the
stockholders or of the Board or at any special meeting of the stockholders or of
the Board if notice of such alternation, amendment, repeal or adoption of new
bylaws be contained in the notice of such special meeting. If the power to
adopt, amend or repeal bylaws is conferred upon the Board by the Certificate of
Incorporation, it shall not divest or limit the power of the stockholders to
adopt, amend or repeal bylaws.