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EXHIBIT 3.2
AMENDED AND RESTATED
BY-LAWS
OF
SOURCE SERVICES CORPORATION
(a Delaware corporation)
Effective: April 30, 1996
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ARTICLE I
OFFICES
Section 1. Registered Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -1-
Section 2. Other Offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -1-
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Time and Place of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -1-
Section 2. Annual Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -1-
Section 3. Notice of Annual Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -1-
Section 4. Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -1-
Section 5. Notice of Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -1-
Section 6. Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -1-
Section 7. Order of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -2-
Section 8. New Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -2-
Section 9. Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -3-
Section 10. List of Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -3-
Section 11. Inspectors of Votes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -3-
Section 12. Actions Without a Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -4-
ARTICLE III
BOARD OF DIRECTORS
Section 1. Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -4-
Section 2. Number, Tenure and Qualification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -4-
Section 3. Resignations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -4-
Section 4. Nominations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -4-
Section 5. Removal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -6-
Section 6. Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -6-
MEETINGS OF THE BOARD OF DIRECTORS
Section 7. Time and Place of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -6-
Section 8. Annual Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -6-
Section 9. Regular Meetings--Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -6-
Section 10. Special Meetings--Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -6-
Section 11. Quorum and Manner of Acting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -7-
Section 12. Remuneration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -7-
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COMMITTEES OF DIRECTORS
Section 13. Executive Committee; How Constituted and Powers . . . . . . . . . . . . . . . . . . . . . . . . -7-
Section 14. Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -7-
Section 15. Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -7-
Section 16. Other Committees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -8-
Section 17. Minutes of Committees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -8-
Section 18. Alternate Members of Committees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -8-
GENERAL
Section 19. Actions Without a Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -8-
Section 20. Presence at Meetings by Means of Communications Equipment . . . . . . . . . . . . . . . . . . . -8-
ARTICLE IV
NOTICES
Section 1. Type of Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -9-
Section 2. Waiver of Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -9-
Section 3. Authorized Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -9-
ARTICLE V
OFFICERS
Section 1. Description . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -9-
Section 2. Election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -9-
Section 3. Salaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -9-
Section 4. Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -9-
Section 5. Duties of the Chairman . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -10-
Section 6. Duties of the President . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -10-
Section 7. Duties of Vice President--Finance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -10-
Section 8. Duties of Vice Presidents and Assistant Vice Presidents . . . . . . . . . . . . . . . . . . . -10-
Section 9. Duties of Secretary and Assistant Secretaries . . . . . . . . . . . . . . . . . . . . . . . . -10-
Section 10. Duties of Treasurer and Assistant Treasurers . . . . . . . . . . . . . . . . . . . . . . . . . -11-
Section 11. Duties of Controller and Assistant Controllers . . . . . . . . . . . . . . . . . . . . . . . . -11-
ARTICLE VI
INDEMNIFICATION
Section 1. Actions Other Than by or in the Right of the Corporation
Section 2. Actions by or in the Right of the Corporation . . . . . . . . . . . . . . . . . . . . . . . . -12-
Section 3. Determination of Right to Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . -12-
Section 4. Right to Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -13-
Section 5. Prepaid Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -13-
Section 6. Right to Indemnification upon Application; Procedure upon Application . . . . . . . . . . . . -13-
Section 7. Other Rights and Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -13-
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Section 8. Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -13-
Section 9. Mergers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -14-
Section 10. Savings Provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -14-
ARTICLE VII
CERTIFICATES REPRESENTING STOCK
Section 1. Right to Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -14-
Section 2. Facsimile Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -14-
Section 3. New Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -14-
Section 4. Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -15-
Section 5. Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -15-
Section 6. Registered Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -15-
ARTICLE VIII
GENERAL PROVISIONS
Section 1. Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -15-
Section 2. Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -15-
Section 3. Annual Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -15-
Section 4. Checks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -15-
Section 5. Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -16-
Section 6. Corporate Seal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -16-
Section 7. Certificate of Incorporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -16-
ARTICLE IX
AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -16-
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ARTICLE I
OFFICES
Section 1. Registered Office. The registered office of Source
Services Corporation (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, both within and without the State of Delaware, as
the Board of Directors may from time to time determine or the business of the
Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Time and Place of Meetings. All meetings of the
stockholders shall be held at such time and place, either within or without the
State of Delaware, as the Board of Directors shall designate and as shall be
stated in the notice of the meeting.
Section 2. Annual Meetings. Annual meetings of the stockholders
shall be held on such date and at such time as shall be designated from time to
time by the Board of Directors of the Corporation and stated in the notice of
the meeting. At the annual meeting, the stockholders shall elect by a
plurality vote by written ballot a Board of Directors and transact such other
business as may properly be brought before the meeting.
Section 3. Notice of Annual Meetings. Written notice of the annual
meeting, stating the place, date and hour of the meeting, shall be given to
each stockholder of record entitled to vote at such meeting not less than 10
nor more than 60 days before the date of the meeting.
Section 4. 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 at any time by the Chief Executive
Officer, or by order of the Board of Directors, and shall be called by the
Chairman of the Board, the Chief Executive Officer or the Secretary at the
request in writing of a majority of the Board of Directors. Such request shall
state the purpose or purposes of the proposed special meeting. Business
transacted at any special meeting of stockholders shall be limited to the
purposes stated in the notice.
Section 5. Notice of Special Meetings. Written notice of a special
meeting, stating the place, date and hour of the meeting and the purpose or
purposes for which the meeting is called, shall be given to each stockholder of
record entitled to vote at such meeting not less than 10 nor more than 60 days
before the date of the meeting.
Section 6. Quorum. The holders of stock having a majority of the
voting power of the stock entitled to be voted thereat, present in person or
represented by proxy, shall constitute a quorum for the transaction of business
at all meetings of the stockholders. If, however, such quorum shall not be
present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in
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person or represented by proxy, shall have power to adjourn the meeting from
time to time without notice (other than announcement at the meeting at which
the adjournment is taken 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 that
might have been transacted at the meeting as originally notified. If the
adjournment is for more than 30 days, or if after the adjournment a new record
date is fixed for the adjourned meeting, notice of the adjourned meeting shall
be given to each stockholder of record entitled to vote at the meeting.
Section 7. Order of Business. The order of business at annual
meetings of stockholders and, so far as practicable, at other meetings of
stockholders shall be determined by the Chief Executive Officer.
Section 8. New Business. At an annual meeting of stockholders,
only such new business shall be conducted, and only such proposals shall be
acted upon, as shall have been properly brought before the annual meeting. For
any new business proposed by the Board of Directors to be properly brought
before the annual meeting, such new business shall be approved by the Board of
Directors and shall be stated in writing and filed with the Secretary of the
Corporation at least five days before the date of the annual meeting, and all
business so approved, stated and filed shall be considered at the annual
meeting. Any stockholder may make any other proposal at the annual meeting,
but unless properly brought before the annual meeting such proposal shall not
be acted upon at the annual meeting. For a proposal to be properly brought
before an annual meeting by a stockholder, the stockholder must have given
proper and timely notice thereof in writing to the Secretary of the Corporation
as specified herein. To be timely, a stockholder's notice must be delivered to
or mailed and received at the principal executive offices of the Corporation
not later than the date that corresponds to 120 days prior to the date the
Corporation's proxy statement was released to stockholders in connection with
the previous year's annual meeting of stockholders. A stockholder's notice to
the Secretary shall set forth as to each matter the stockholder proposes to
bring before the annual meeting (a) a description of the proposal desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (b) the name and address, as they appear on the
Corporation's books, of the stockholder proposing such business and any other
stockholders known by such stockholder to be supporting such proposal, (c) the
class and number of shares of the stock that are held of record, beneficially
owned and represented by proxy on the date of such stockholder notice and on
the record date of the meeting (if such date shall have been made publicly
available) by the stockholder and by any other stockholders known by such
stockholder to be supporting such proposal on such dates, (d) any financial
interest of the stockholder in such proposal, and (e) all other information
that would be required to be filed with the Securities and Exchange Commission
if, with respect to any such item of business, such stockholder or stockholders
were a participant in a solicitation subject to Section 14 of the Securities
Exchange Act of 1934, as amended.
The Board of Directors may reject any stockholder proposal not
made strictly in accordance with the terms of this Section 8. Alternatively,
if the Board of Directors fails to consider the validity of any stockholder
proposal, the presiding officer of the annual meeting shall, if the facts
warrant, determine and declare at the annual meeting that the stockholder
proposal was not made in strict accordance with the terms of this section and,
if he should so determine, he shall so declare at the annual meeting and any
such business or proposal not properly brought before the annual meeting shall
not be acted upon at the annual meeting. This provision shall not prevent the
consideration and approval or disapproval at the annual meeting of reports of
officers, directors and committees of the Board of Directors, but, in
connection with such reports, no new business shall be acted upon at such
annual meeting unless stated, filed and received as herein provided.
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Section 9. Voting. Except as otherwise provided in the Certificate
of Incorporation, each stockholder shall, at each meeting of the stockholders,
be entitled to one vote in person or by proxy for each share of stock of the
Corporation held by him and registered in his name on the books of the
Corporation on the date fixed pursuant to the provisions of Section 5 of
Article VII of these By-Laws as the record date for the determination of
stockholders who shall be entitled to notice of and to vote at such meeting.
Shares of its own stock belonging to the Corporation or to another corporation,
if a majority of the shares entitled to vote in the election of directors of
such other corporation is held directly or indirectly by the Corporation, shall
not be entitled to vote. Any vote by stock of the Corporation may be given at
any meeting of stockholders by the stockholder entitled thereto, in person or
by his proxy appointed by an instrument in writing subscribed by such
stockholder or by his attorney thereunto duly authorized and delivered to the
Secretary of the Corporation or to the secretary of the meeting; provided,
however, that no proxy shall be voted or acted upon after three years from its
date, unless said proxy shall provide for a longer period. Each proxy shall be
revocable unless expressly provided therein to be irrevocable and unless
otherwise made irrevocable by law. At all meetings of the stockholders, all
matters, except where other provision is made by law, the Certificate of
Incorporation, or these By-Laws, shall be decided by the vote of a majority of
the votes cast by the stockholders present in person or by proxy and entitled
to vote thereat, a quorum being present. Unless demanded by a stockholder of
the Corporation present in person or by proxy at any meeting of the
stockholders and entitled to vote thereat, or so directed by the presiding
officer of the meeting, the vote thereat on any question other than the
election or removal of directors need not be by written ballot. Upon a demand
of any such stockholder for a vote by written ballot on any question or at the
direction of such presiding officer that a vote by written ballot be taken on
any question, such vote shall be taken by written ballot. On a vote by written
ballot, each ballot shall be signed by the stockholder voting, or by his proxy,
if there be such proxy, and shall state the number of shares voted.
Section 10. List of Stockholders. It shall be the duty of the
Secretary or other officer of the Corporation who shall have charge of its
stock ledger, either directly or through another officer of the Corporation
designated by him or through a transfer agent appointed by the Board of
Directors, to prepare and make, at least ten days before every meeting of the
stockholders, a complete list of the stockholders entitled to vote thereat,
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
before said meeting, either at a place within the city where said meeting is to
be held, which place shall be specified in the notice of said meeting, or, if
not so specified, at the place where said meeting is to be held. The list
shall also be produced and kept at the time and place of said meeting during
the whole time thereof, and may be inspected by any stockholder of record who
shall be present thereat. The stock ledger shall be the only evidence as to
who are the stockholders entitled to examine the stock ledger, such list or the
books of the Corporation, or to vote in person or by proxy at any meeting of
stockholders.
Section 11. Inspectors of Votes. The presiding officer of the
meeting may appoint two inspectors of votes to act at each meeting of the
stockholders, unless the Board of Directors shall have theretofore made such
appointments. Each inspector of votes shall first subscribe an oath or
affirmation faithfully to execute the duties of an inspector of votes at the
meeting with strict impartiality and according to the best of his ability.
Such inspectors of votes, if any, shall take charge of the ballots, if any, at
the meeting, and after the balloting on any question, shall count the ballots
cast and shall make a report in writing to the secretary of the meeting of the
results of the balloting. An inspector of votes need not be a stockholder of
the Corporation, and any officer of the Corporation may be an inspector of
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votes on any question other than a vote for or against his election to any
position with the Corporation or on any other question in which he may be
directly interested.
Section 12. Actions Without a Meeting. Unless otherwise limited by
the Delaware General Corporation Law or 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 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 thereat 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
BOARD OF DIRECTORS
Section 1. Powers. The business and affairs of the Corporation
shall be managed by its Board of Directors, which shall have and may exercise
all powers of the Corporation and take all lawful acts as are not by statute,
the Certificate of Incorporation or these By-Laws directed or required to be
exercised or taken by the stockholders.
Section 2. Number, Tenure and Qualification. The number of
directors shall be fixed from time to time exclusively pursuant to a resolution
adopted by a majority of the Board of Directors. The number of directors which
shall constitute the whole Board of Directors shall not be less than one.
Commencing with the 1997 annual meeting of stockholders, the directors shall be
divided, with respect to the time for which they severally hold office into
three classes, Class I, Class II and Class III, as nearly equal in number as is
reasonably possible, with the term of office of Class I directors to expire at
the 1998 annual meeting of stockholders, the term of office of Class II
directors to expire at the 1999 annual meeting of stockholders and the term of
office of Class III directors to expire at the 2000 annual meeting of
stockholders, with each director to hold office until his or her successor
shall have been duly elected and qualified. At each annual meeting of
stockholders, commencing with the 1997 annual meeting of stockholders,
directors elected to succeed those directors whose terms then expire shall be
elected for a term of office to expire at the third succeeding annual meeting
of stockholders after their election, with each director to hold office until
his or her successor shall have been duly elected and qualified. Directors
need not be stockholders. Directors shall be elected by a plurality of the
votes of the shares present in person or represented by proxy and entitled to
vote on the election of directors at any annual or special meeting of
stockholders. Such election shall be by written ballot.
Section 3. Resignations. Any director may resign at any time by
giving written notice of his resignation to the Corporation, effective at the
time specified therein or, if not specified, immediately upon its receipt by
the Corporation. Unless otherwise specified in the notice, acceptance of a
resignation shall not be necessary to make it effective.
Section 4. Nominations. If a person is to be elected to the Board
of Directors because of a vacancy existing on the Board, nomination shall be
made only by the Board of Directors or of a nominating committee of the Board
of Directors (the Board of Directors as a whole or such committee
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of the Board being referred to herein as the "nominating committee") pursuant
to the affirmative vote of the majority of the entire membership of the
nominating committee. The nominating committee shall also make nominations for
the directors to be elected by the stockholders of the Corporation at an annual
meeting of the stockholders as provided in this section.
Only persons nominated in accordance with the procedures set forth
in this Section 4 shall be eligible for election as directors at an annual
meeting. The nominating committee shall select the Board of Directors nominees
for election as directors. Except in the case of a nominee substituted as a
result of the death, incapacity, disqualification or other inability to serve
as a Board of Directors nominee, the nominating committee shall deliver written
nominations to the Secretary at least 30 days prior to the date of the annual
meeting. Board of Directors nominees substituted as a result of the death,
incapacity, disqualification or other inability to serve as a Board of
Directors nominee shall be delivered to the Secretary as promptly as
practicable. Provided the nominating committee selects the Board of Directors
nominees, no nominees for directors except those made by the nominating
committee shall be voted upon at the annual meeting unless other nominations by
stockholders are made in accordance with the provisions of this Section 4.
Ballots bearing the names of all the persons nominated for election as
directors at an annual meeting in accordance with the procedures set forth in
this Section 4 by the nominating committee and by stockholders shall be
provided for use at the annual meeting. However, except in the case of a Board
of Directors nominee substituted as a result of the death, incapacity,
disqualification or other inability to serve as a Board of Directors nominee,
if the nominating committee shall fail or refuse to nominate a slate of
directors at least 30 days prior to the date of the annual meeting, nominations
for directors may be made at the annual meeting by any stockholder entitled to
vote and shall be voted upon. No person shall be elected as a director of the
Corporation unless nominated in accordance with the terms set forth in this
Section 4.
Nominations of individuals for election to the Board of Directors
of the Corporation at an annual meeting of stockholders may be made by any
stockholder or stockholders of the Corporation entitled to vote for the
election of directors at that meeting who (i) in the aggregate own at least 2%
of the voting power of the Corporation as of the date the nomination is made by
the stockholder and (ii) complies with the procedures set forth in this Section
4. To be timely, a stockholder's notice shall be delivered to, or mailed and
received at, the principal executive offices of the Corporation not less than
50 days prior to the date of the annual meeting of stockholders nor more than
60 days prior to the date of such annual meeting; provided, however, that if
less than 50 days' notice or prior public disclosure of the date of the annual
meeting is given or made, notice by the stockholder to be timely must be so
delivered or received not later than the close of business on the 10th day
following the earlier of (a) the day on which such notice of the date of the
annual meetings was mailed or (b) the day on which such public disclosure was
made. Such stockholder's notice shall set forth (i) as to each person whom the
stockholder proposes to nominate for election or re-election as a director (A)
the name, age, business address and residence address of such person, (B) the
principal occupation or employment of such person, (C) the classes and number
of shares of capital stock of the Corporation that are owned of record and
beneficially owned by such person on the date of such stockholder notice and
(D) any other information relating to such person that is required to be
disclosed in solicitations of proxies with respect to nominees for election as
directors pursuant to Section 14 under the Securities Exchange Act of 1934, as
amended; and (ii) as to the stockholder giving the notice (A) the name and
address, as they appear on the Corporation's books, of such stockholder and any
other stockholders known by such stockholder to be supporting such nominees,
and (B) the classes and number of shares of capital stock of the Corporation
that are owned of record and beneficially owned by such stockholder on the date
of such stockholder notice and by any other stockholders known by such
stockholder to be supporting such nominees on the
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date of such stockholder notice.
The Board of Directors may reject any nomination by a stockholder
not made in strict accordance with the terms of this Section 4. Alternatively,
if the Board of Directors fails to consider the validity of any nominations by
a stockholder, the presiding officer of the annual meeting shall, if the facts
warrant, determine and declare at the annual meeting that a nomination was not
made in strict accordance with the terms of this Section 4, and, if he should
so determine, he shall so declare at the annual meeting and the defective
nomination shall be disregarded.
Section 5. Removal. Any director may be removed, with cause, at
any time, by the affirmative vote by written ballot of 80% of the voting
interest of the stockholders of record of the Corporation entitled to vote,
given at an annual meeting or at a special meeting of the stockholders called
for that purpose. The vacancy in the Board of Directors caused by any such
removal shall be filled by the Board of Directors as provided in Section 6 of
this Article III.
Section 6. Vacancies. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
only by a majority of the directors then in office though less than a quorum or
by a sole remaining director. Directors so chosen shall hold office until the
annual meeting next after their election or until their successors are elected
and qualified, unless sooner displaced. If there are no directors in office,
then an election of directors may be held in the manner provided by statute.
MEETINGS OF THE BOARD OF DIRECTORS
Section 7. Time and Place of Meetings. The Board of Directors of
the Corporation may hold meetings, both regular and special, at such time and
places as it determines.
Section 8. Annual Meetings. The first meeting of each newly
elected Board of Directors shall be held immediately following the annual
meeting of stockholders, and no notice of such meeting to the newly elected
directors shall be necessary in order legally to constitute the meeting,
provided a quorum shall be present. If such meeting is not held immediately
following the annual meeting of stockholders, the meeting may be held at such
time and place as shall be specified in a notice given as hereinafter provided
for special meetings of the Board of Directors, or as shall be specified in a
written waiver signed by all of the directors.
Section 9. Regular Meetings--Notice. Regular meetings of the Board
of Directors may be held without notice.
Section 10. Special Meetings--Notice. Special meetings of the Board
of Directors may be called by the Chairman of the Board, Chief Executive
Officer or two directors on 12 hours' notice to each director, either
personally or by telephone or by mail, telegraph, telex, cable, wireless or
other form of recorded communication; special meetings shall be called by the
Secretary in like manner and on like notice on the written request of the
Chairman of the Board, Chief Executive Officer or two directors. Notice of any
such meeting need not be given to any director, however, if waived by him in
writing or by telegraph, telex, cable, wireless or other form of recorded
communication, or if he shall be present at the meeting.
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Section 11. Quorum and Manner of Acting. At all meetings of the
Board of Directors, 50% of the directors at the time in office (but not less
than one-third of the whole Board of Directors) shall constitute a quorum for
the transaction of business, and the act of a majority of the directors present
at any meeting at which a quorum is present shall be the act of the Board of
Directors, except as may be otherwise specifically provided by statute or by
the Certificate of Incorporation. If a quorum shall not be present at any
meeting of the Board of Directors, the directors present may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
Section 12. Remuneration. Unless otherwise expressly provided by
resolution adopted by the Board of Directors, none of the directors shall, as
such, receive any stated remuneration for his services; but the Board of
Directors may at any time and from time to time by resolution provide that a
specified sum shall be paid to any director of the Corporation, either as his
annual remuneration as such director or member of any committee of the Board of
Directors or as remuneration for his attendance at each meeting of the Board of
Directors or any such committee. The Board of Directors may also likewise
provide that the Corporation shall reimburse each director for any expenses
paid by him on account of his attendance at any meeting. Nothing in this
Section 12 shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving remuneration therefor.
COMMITTEES OF DIRECTORS
Section 13. Executive Committee; How Constituted and Powers. The
Board of Directors may in its discretion, by resolution passed by a majority of
the whole Board of Directors, designate an Executive Committee consisting of
one or more of the directors of the Corporation. Subject to the provisions of
Section 141 of the General Corporation Law of the State of Delaware, the
Certificate of Incorporation, and these By-Laws, the Executive Committee shall
have and may exercise, when the Board of Directors is not in session, all the
powers and authority of the Board of Directors in the management of the
business and affairs of the Corporation, and shall have the power to authorize
the seal of the Corporation to be affixed to all papers which may require it;
but the Executive Committee shall not have the power to fill vacancies in the
Board of Directors, the Executive Committee, or any other committee of
directors or to elect or approve officers of the Corporation. The Executive
Committee shall have the power and authority to authorize the issuance of
common stock and grant and authorize options and other rights with respect to
such issuance. The Board of Directors shall have the power at any time, by
resolution passed by a majority of the whole Board of Directors, to change the
membership of the Executive Committee, to fill all vacancies in it, or to
dissolve it, either with or without cause.
Section 14. Organization. The Chairman of the Executive Committee,
to be selected by the Board of Directors, shall act as chairman at all meetings
of the Executive Committee and the Secretary shall act as Secretary thereof.
In case of the absence from any meeting of the Executive Committee of the
Chairman of the Executive Committee or the Secretary, the Executive Committee
may appoint a chairman or Secretary, as the case may be, of the meeting.
Section 15. Meetings. Regular meetings of the Executive Committee,
of which no notice shall be necessary, may be held on such days and at such
places, within or without the State of Delaware, as shall be fixed by
resolution adopted by a majority of the Executive Committee and communicated in
writing to all its members. Special meetings of the Executive Committee shall
be held whenever called by the Chairman of the Executive Committee or a
majority of the members of the Executive Committee then in office. Notice of
each special meeting of the Executive Committee shall be given by mail,
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telegraph, telex, cable, wireless, or other form of recorded communication or
be delivered personally or by telephone to each member of the Executive
Committee not later than the day before the day on which such meeting is to be
held. Notice of any such meeting need not be given to any member of the
Executive Committee, however, if waived by him in writing or by telegraph,
telex, cable, wireless, or other form of recorded communication, or if he shall
be present at such meeting; and any meeting of the Executive Committee shall be
a legal meeting without any notice thereof having been given, if all the
members of the Executive Committee shall be present thereat. Subject to the
provisions of this Article III, the Executive Committee, by resolution adopted
by a majority of the whole Executive Committee, shall fix its own rules of
procedure.
Section 16. Other Committees. The Board of Directors may, by
resolution passed by a majority of the whole Board, designate one or more other
committees, each committee to consist of one or more of the directors of the
Corporation. The Board may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of the committee. Any committee, to the extent provided in the
resolution of the Board of Directors and not prohibited by law, shall have and
may exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation, and may authorize
the seal of the Corporation to be affixed to all papers that may require it.
At any meeting of a committee, a majority of the members of the committee shall
constitute a quorum for the transaction of business, and the act of a majority
of the members present at any meeting at which a quorum is present shall be the
act of the committee.
Section 17. Minutes of Committees. Each committee shall keep
regular minutes of its meetings and proceedings and report the same to the
Board of Directors at the next meeting thereof.
Section 18. Alternate Members of Committees. The Board of Directors
may designate one or more directors as alternate members of the Executive
Committee or any other committee, who may replace any absent or disqualified
member at any meeting of the committee, or if none be so appointed, the member
or members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of any such
absent or disqualified member.
GENERAL
Section 19. Actions Without a Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if all members of the Board
of Directors 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
of Directors or the committee.
Section 20. Presence at Meetings by Means of Communications
Equipment. Members of the Board of Directors, or of any committee designated
by the Board of Directors, may participate in a meeting of the Board of
Directors or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear one another. Participation in a meeting conducted pursuant to
this section shall constitute presence in person at the meeting.
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ARTICLE IV
NOTICES
Section 1. Type of Notice. Whenever, under the provisions of any
applicable statute, the Certificate of Incorporation, or these By-Laws, notice
is required to be given to any director or stockholder, the requirement shall
not be construed to mean personal notice, but such notice may be given in
writing, in person or 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 it shall
be deposited in the United States mail. Notice to directors may also be given
in any manner permitted by Article III hereof and shall be deemed to be given
at the time when first transmitted by the method of communication so permitted.
Section 2. Waiver of Notice. Whenever any notice is required to be
given under the provisions of any applicable statute, the Certificate of
Incorporation or these By-Laws, 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, and transmission of a
waiver of notice by a director or stockholder by mail, telegraph, telex, cable,
wireless or other form of recorded communication may constitute such a waiver.
Section 3. Authorized Notices. Unless otherwise specified herein,
the Secretary or such other person or persons as the Chief Executive Officer
designates shall be authorized to give notices for the Corporation.
ARTICLE V
OFFICERS
Section 1. Description. The elected officers of the Corporation
shall be a President, one or more Vice Presidents with or without such
descriptive titles as the Board of Directors shall deem appropriate, a
Secretary, a Treasurer, and a Controller and, if the Board of Directors so
elects, a Chairman of the Board and Vice Chairman of the Board (each of whom
shall be a director). The Board of Directors by resolution shall also appoint
one or more Assistant Secretaries, Assistant Treasurers, Assistant Controllers
and such other officers and agents as from time to time may appear to be
necessary or advisable in the conduct of the affairs of the Corporation. Any
two or more offices may be held by the same person.
Section 2. Election. The Board of Directors at its first meeting
after each annual meeting of stockholders shall elect and appoint the officers
to fill the positions designated in Section 1 of this Article V.
Section 3. Salaries. The Board of Directors shall fix all salaries
of all elected officers of the Corporation.
Section 4. Term. An officer of the Corporation shall hold office
until he resigns or his successor is chosen and qualified. Any officer elected
or appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the whole Board of Directors. The Board of
Directors shall fill any vacancy occurring in any office of the Corporation by
death, resignation,
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removal or otherwise.
Section 5. Duties of the Chairman of the Board. The Chairman of
the Board shall preside at all meetings of the stockholders and the Board of
Directors. He shall advise and counsel the President and other officers of the
Corporation, and shall exercise such powers and perform such duties as shall be
assigned to or required of him from time to time by the Board of Directors.
The Vice Chairman of the Board, if one be elected, shall assist the Chairman of
the Board and, in the absence or disability of the Chairman of the Board, shall
preside when present at all meetings of the Board of Directors.
Section 6. Duties of the President. Unless otherwise designated by
the Board of Directors, the President shall be the Chief Executive Officer of
the Corporation and, subject to the provisions of these By-Laws, shall have
general supervision of the affairs of the Corporation and shall have general
and active control of all its business. In the absence of the Chairman of the
Board (and Vice Chairman if there be one), he shall preside at all meetings of
the stockholders and the Board of Directors. He shall see that all orders and
resolutions of the Board of Directors are carried into effect. He shall have
general authority to execute bonds, deeds, and contracts in the name of the
Corporation and affix the corporate seal thereto; to sign stock certificates;
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 his
authority or under authority of an officer subordinate to him; to suspend for
cause, pending final action by the authority which shall have elected or
appointed him, any officer subordinate to the President; and, in general, to
exercise all the powers and authority usually appertaining to the chief
operating officer of a corporation, except as otherwise provided in these
By-Laws.
Section 7. Duties of Vice President--Finance. There may be
designated a Vice President--Finance, who, if so designated, shall be the Chief
Financial Officer of the Corporation. He shall have active control of and
responsibility for all matters pertaining to the financial affairs of the
Corporation and its subsidiaries. His authority shall include the authorities
of the Treasurer and Controller. He shall be responsible for approval of all
filings with governmental agencies. He shall have the authority to execute and
deliver bonds, deeds, contracts and stock certificates of and for the
Corporation, and to affix the corporate seal thereto by handwritten or
facsimile signature and all other powers customarily appertaining to his
office, except to the extent otherwise limited or enlarged. He shall report to
the President and to the Executive Committee and the Board of Directors of the
Corporation at their request on all financial matters of the Corporation.
Section 8. Duties of Vice Presidents and Assistant Vice Presidents.
In the absence of the President or in the event of his inability or refusal to
act, the Vice President (or in the event there be more than one Vice President,
the Vice Presidents in the order designated by the Board, or in the absence of
any designation, in the order of their election) 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. If a Vice President is appointed
or elected Chief Operating Officer of the Company, he or she shall be under the
supervision of the President and shall perform such duties as may be prescribed
by the President. The Vice Presidents shall perform such other duties and have
such other powers as the Board of Directors or the President may from time to
time prescribe.
Section 9. Duties of Secretary and Assistant Secretaries. The
Secretary or an Assistant Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all proceedings of
the meetings of the stockholders of the Corporation and of the Board of
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Directors in a book to be kept for that purpose, and shall perform like duties
for the standing committees when required. The Secretary shall be under the
supervision of the President and shall perform such other duties as may be
prescribed by the President. The Secretary shall have charge of the seal of
the Corporation and have authority to affix the seal to any instrument
requiring it. When so affixed, the seal shall be attested by the signature of
the Secretary or Treasurer or an Assistant Secretary or Assistant Treasurer,
which may be a facsimile. The Secretary shall keep and account for all books,
documents, papers and records of the Corporation except those for which some
other officer or agent is properly accountable. The Secretary shall have
authority to sign stock certificates, and shall generally perform all the
duties usually appertaining to the office of the Secretary of a corporation.
Assistant Secretaries in the order of their seniority, unless
otherwise determined by the Board of Directors, shall assist the Secretary, and
in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary. They shall perform such other duties and have
such other powers as the Board of Directors may from time to time prescribe.
Section 10. Duties of Treasurer and Assistant Treasurers. The
Treasurer shall have the responsibility for and custody over all assets of the
Corporation, and the responsibility for handling of the liabilities of the
Corporation. He or she shall cause proper entries of all receipts and
disbursements of the Corporation to be recorded in its books of account. He or
she shall have the responsibility for all matters pertaining to taxation and
insurance. He or she shall have the authority to endorse for deposit or
collection, or otherwise, all commercial paper payable to the Corporation, and
to give proper receipts or discharges for all payments to the Corporation. He
or she shall be responsible for all terms of credit granted by the Corporation
and for the collection of all its accounts. He or she shall have the authority
to execute and deliver bonds, deeds, contracts and stock certificates of and
for the Corporation, and to affix the corporate seal thereto by handwritten or
facsimile signature and all other powers customarily appertaining to his
office, except to the extent otherwise limited or enlarged. The Treasurer
shall be under the supervision of the Vice President--Finance and he or she
shall perform such other duties as may be prescribed to him by the Vice
President--Finance, if one be designated.
Assistant Treasurers, in the order of their seniority, shall
assist the Treasurer, and in the absence or disability of the Treasurer,
perform the duties and exercise the powers of the Treasurer.
Section 11. Duties of Controller and Assistant Controllers. The
Controller shall be the Chief Accounting Officer of the Corporation. He or she
shall be responsible for all matters pertaining to the accounts of the
Corporation, its subsidiaries and divisions, with the supervision of the books
of account, their installation, arrangement and classification. The Controller
shall maintain adequate records of all assets, liabilities and transactions;
see that an adequate system of internal audit thereof is currently and
regularly maintained; coordinate the efforts of the Corporation's independent
public accountants in its external audit program; receive, review and
consolidate all operating and financial statements of the Corporation and its
various departments and subsidiaries; and prepare financial statements, reports
and analyses. The Controller shall have supervision of the accounting
practices of the Corporation and of each subsidiary and division of the
Corporation, and shall prescribe the duties and powers of the accounting
personnel of the subsidiaries and divisions. The Controller shall cause to be
maintained an adequate system of financial control through a program of
budgets, financial planning and interpretive reports. The Controller shall
initiate and enforce accounting measures and procedures whereby the business of
the Corporation and its subsidiaries and divisions shall be conducted with the
maximum efficiency and economy. The Controller shall have all other powers
customarily appertaining to the office of controller, except to the extent
otherwise limited or enlarged. The Controller shall be under the supervision
of the
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Vice President--Finance, if one be designated.
The Assistant Controllers, in the order of their seniority, shall
assist the Controller, and if the Controller is unavailable, perform the duties
and exercise the powers of the Controller.
ARTICLE VI
INDEMNIFICATION
Section 1. Actions Other Than by or in the Right of the
Corporation. To the fullest extent permitted by law, the Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the Corporation), by reason of the fact that he is or was a
director, officer, employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise (all
of such persons being hereafter referred to in this Article VI as a "Corporate
Functionary"), against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding, if he acted in good faith and
in a manner he reasonably believed to be in or 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. The
termination of any action, suit or proceeding by judgment, order, settlement or
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation or, with respect to any criminal action or
proceeding, that he had reasonable cause to believe that his conduct was
unlawful.
Section 2. Actions by or in the Right of the Corporation. To the
fullest extent permitted by law, the Corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending, or completed action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that he is or was a
Corporate Functionary against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Corporation,
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
Corporation, unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
Section 3. Determination of Right to Indemnification. Any
indemnification under Sections 1 or 2 of this Article VI (unless ordered by a
court) shall be made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the Corporate Functionary is
proper in the circumstances because he has met the applicable standard of
conduct set forth in Sections 1 or 2 of this Article VI. Such determination
shall be made (i) by a majority vote of the directors who are not parties to
such action, suit or proceeding, even though less than a quorum or (ii) if
there are no such directors or if such directors so direct, by independent
legal counsel in a written opinion, or (iii) by the
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stockholders.
Section 4. Right to Indemnification. Notwithstanding the other
provisions of this Article VI, to the extent that a Corporate Functionary has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Sections 1 or 2 of this Article VI (including the
dismissal of a proceeding without prejudice or the settlement of a proceeding
without admission of liability), or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.
Section 5. Prepaid Expenses. Expenses incurred by a Corporate
Functionary in defending a civil, criminal, administrative or investigative
action, suit or proceeding shall be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the Corporate Functionary to repay such amount
if it shall ultimately be determined he is not entitled to be indemnified by
the Corporation as authorized in this Article VI.
Section 6. Right to Indemnification upon Application; Procedure
upon Application. Any indemnification of a Corporate Functionary under
Sections 2, 3 and 4, or any advance under Section 5, of this Article VI shall
be made promptly upon, and in any event within 60 days after, the written
request of the Corporate Functionary, unless with respect to applications under
Sections 2, 3 or 5 of this Article VI, a determination is reasonably and
promptly made by the Board of Directors by majority vote of the directors who
are not parties to such action, suit or proceeding, even though less than
quorum that such Corporate Functionary acted in a manner set forth in such
Sections as to justify the Corporation in not indemnifying or making an advance
of expenses to the Corporate Functionary. If there are no such directors, the
Board of Directors shall promptly direct that independent legal counsel shall
decide whether the Corporate Functionary acted in a manner set forth in such
Sections as to justify the Corporation's not indemnifying or making an advance
of expenses to the Corporate Functionary. The right to indemnification or
advance of expenses granted by this Article VI shall be enforceable by the
Corporate Functionary in any court of competent jurisdiction if the Board of
Directors or independent legal counsel denies his claim, in whole or in part,
or if no disposition of such claim is made within 60 days. The expenses of the
Corporate Functionary incurred in connection with successfully establishing his
right to indemnification, in whole or in part, in any such proceeding shall
also be indemnified by the Corporation.
Section 7. Other Rights and Remedies. The indemnification and
advancement of expenses provided by or granted pursuant to this Article VI
shall not be deemed exclusive of any other rights to which any person seeking
indemnification and/or advancement of expenses or may be entitled under any
by-law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall, unless otherwise
provided when authorized or ratified, continue as to a person who has ceased to
be a Corporate Functionary and shall inure to the benefit of the heirs,
executors and administrators of such a person. Any repeal or modification of
these By-Laws or relevant provisions of the Delaware General Corporation Law
and other applicable law, if any, shall not affect any then existing rights of
a Corporate Functionary to indemnification or advancement of expenses.
Section 8. Insurance. Upon resolution passed by the Board of
Directors, the Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such,
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whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of this Article VI or the General
Corporation Law of Delaware.
Section 9. Mergers. For purposes of this Article VI, references to
"the Corporation" shall include, in addition to the resulting or surviving
corporation, constituent corporations (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise shall stand in the same position under the provisions
of this Article VI with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.
Section 10. Savings Provision. If this Article VI or any portion
hereof shall be invalidated on any ground by a court of competent jurisdiction,
the Corporation shall nevertheless indemnify each Corporate Functionary as to
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement with respect to any action, suit, proceeding or investigation,
whether civil, criminal or administrative, including a grand jury proceeding or
action or suit brought by or in the right of the Corporation, to the full
extent permitted by any applicable portion of this Article VI that shall not
have been invalidated.
ARTICLE VII
CERTIFICATES REPRESENTING STOCK
Section 1. Right to Certificate. Every holder of stock in the
Corporation shall be entitled to have a certificate, signed by, or in the name
of the Corporation by, the Chairman of the Board, the President or a Vice
President and by the Secretary or an Assistant Secretary of the Corporation,
certifying the number of shares owned by him in the Corporation. If the
Corporation shall be authorized to issue more than one class of stock or more
than one series of any class, the powers, designations, preferences and
relative, participating, option or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences or rights shall be set forth in full or summarized on the face or
back of the certificate that 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, in lieu of
the foregoing requirements, there may be set forth on the face or back of the
certificate that 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 or rights.
Section 2. Facsimile Signatures. Any or all of the signatures on
the certificate may be 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. New Certificates. The Board of Directors may direct a
new certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation and alleged to
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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 of Directors 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 it shall require or to give the Corporation a bond in such
sum as it 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 or the issuance of such new certificate.
Section 4. Transfers. 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, subject to any proper
restrictions on transfer, to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Section 5. Record Date. The Board of Directors may fix, in
advance, a record date for stockholders' meetings or for any other lawful
purpose, which shall be no fewer than 10 nor more than 60 days before the date
of the meeting or 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 of Directors
may fix a new record date for the adjourned meeting.
Section 6. Registered Stockholders. The Corporation shall be
entitled to recognize the exclusive right of a person registered on its books
as the owner of shares to receive dividends and to vote as such owner, and
shall not be bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether or not provided
by the laws of the State of Delaware.
ARTICLE VIII
GENERAL PROVISIONS
Section 1. Dividends. Dividends upon the capital stock of the
Corporation, if any, may be declared by the Board of Directors (but not any
committee thereof) at any regular meeting, pursuant to law. Dividends may be
paid in cash, in property, or in shares of the capital stock or other
securities.
Section 2. Reserves. 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 Board of Directors from time to time, in their absolute
discretion, thinks proper as a reserve or reserves to meet contingencies, or
for equalizing dividends, or for repairing or maintaining any property of the
Corporation, or for such other purpose as the Board of Directors shall think
conducive to the interest of the Corporation, and the Board of Directors may
modify or abolish any such reserve in the manner in which it was created.
Section 3. Annual Statement. The Board of Directors shall present
at each annual meeting, and at any special meeting of the stockholders when
called for by vote of the stockholders, a full and clear statement of the
business and condition of the Corporation.
Section 4. Checks. All checks or demands for money and promissory
notes of the Corporation
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shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time prescribe.
Section 5. Fiscal Year. The fiscal year of the Corporation shall
be determined by the Board of Directors.
Section 6. Corporate Seal. The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization, and the word
"Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed, affixed, reproduced or otherwise.
Section 7. Certificate of Incorporation. These By-Laws are subject
to the terms of the Certificate of Incorporation of the Corporation.
ARTICLE IX
AMENDMENTS
These By-Laws may be altered, amended or repealed or new By-Laws adopted
only in accordance with the Certificate of Incorporation of the Corporation and
any other requirements specified in these By-Laws.
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CERTIFICATION
I, Richard Dupont, Secretary of Source Services Corporation, a Delaware
corporation, hereby certify that the foregoing is a true, accurate and complete
copy of the Amended and Restate By-Laws of Source Services Corporation, adopted
by its Board of Directors as of April 30, 1996.
/s/ Richard Dupont
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Richard Dupont, Secretary
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