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EXHIBIT 3.92
BY-LAWS
OF
BROADCAST ARCHITECTURE, INC.
(F/K/A BROADCAST SERVICES, INC.)
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BROADCAST SERVICES, INC.
Action by Consent of the Incorporator
in Lieu of a Meeting
August 2, 1990
The undersigned, being the sole Incorporator of Broadcast Services,
Inc. a corporation to be formed under the Business Corporation Law of the
Commonwealth of Massachusetts (the "Corporation"), hereby consents, pursuant to
Massachusetts General Laws, Chapter 156B, Section 12, to the adoption of the
following votes, effective as of the date set forth above:
VOTED: That the Articles of Organization of the Corporation,
in the form attached hereto, be executed by the
Incorporator and submitted to the Secretary of the
Commonwealth for his approval and filing, and that a
copy of said Articles of Organization as approved by
said Secretary be entered in the records of the
Corporation.
VOTED: That the By-laws in the form attached hereto are
hereby adopted as the By-laws of the Corporation, and
that a copy of said By-laws be entered in the records
of the Corporation.
VOTED: That the following persons be and hereby are elected
Directors of the Corporation, to hold office until
the first annual meeting of stockholders and until
their successors have been duly elected and
qualified:
Brian D. Stone
VOTED: That the following persons be and hereby are elected
to the offices set forth opposite their names, each
to hold such office until the first annual meeting of
the Board of
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Directors and until their successors have been duly
elected and qualified:
Brian D. Stone - President
Brian D. Stone - Treasurer
John H. Chu - Clerk
VOTED: That the Board of Directors of the Corporation be and
hereby is authorized to cause to be issued any or all
of the shares of the Common Stock of the Corporation,
$.01 par value per share, at such times, to such
persons, for such lawful consideration, and under
such terms as may be determined by said Board of
Directors.
/s/ WILLIAM L. WELCH, III
----------------------------
William L. Welch, III
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BROADCAST SERVICES, INC.
BY-LAWS
TABLE OF CONTENTS
Title Page
Article I - General ............................... 1
Section 1.1. Offices ......................... 1
Section 1.2. Seal ............................ 1
Section 1.3. Fiscal Year ..................... 1
Article II - Stockholders .......................... 1
Section 2.1. Place of Meeting ................ 1
Section 2.2. Annual Meetings ................. 1
Section 2.3. Special Meetings ................ 2
Section 2.4. Notice of Meetings .............. 2
Section 2.5. Quorum .......................... 2
Section 2.6. Voting .......................... 3
Section 2.7. Inspectors of Election .......... 3
Section 2.8. Action Without Meeting .......... 3
Article III - Directors ............................ 4
Section 3.1. Powers .......................... 4
Section 3.2. Number, Election and
Term of Office ................. 4
Section 3.3. Place of Meetings .............. 4
Section 3.4. Annual Meetings ................ 4
Section 3.5. Regular Meetings ............... 4
Section 3.6. Special Meetings ............... 4
Section 3.7. Notice of Meetings ............. 5
Section 3.8. Quorum ......................... 5
Section 3.9. Voting ......................... 5
Section 3.10. Action Without Meeting ......... 5
Section 3.11. Meetings by Telephone Conference
Calls .......................... 5
Section 3.12. Resignations ................... 6
Section 3.13. Removal ........................ 6
Section 3.14. Vacancies ...................... 6
Section 3.15. Compensation of Directors ...... 6
Section 3.16. Committees ..................... 6
Section 3.17. Issuance of Stock .............. 6
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TABLE OF CONTENTS
(Continued)
Title Page
Article IV - Officers........................................... 7
Section 4.1. Officers ..................................... 7
Section 4.2. Election and Term of Office .................. 7
Section 4.3. President .................................... 7
Section 4.4. Vice Presidents .............................. 7
Section 4.5. Treasurer and Assistant
Treasurer .................................... 8
Section 4.6. Clerk and Assistant Clerk .................... 8
Section 4.7. Secretary and Assistant
Secretary .................................... 8
Section 4.8. Resignation .................................. 8
Section 4.9. Removal ...................................... 9
Section 4.10. Vacancies .................................... 9
Section 4.11. Subordinate Officers ......................... 9
Section 4.12. Compensation ................................. 9
Article V - Stock .............................................. 9
Section 5.1. Stock Certificates ........................... 9
Section 5.2. Transfer of Stock ............................ 10
Section 5.3. Fixing Date for Determination
of Stockholders' Rights ...................... 10
Section 5.4. Lost, Mutilated or Destroyed
Certificates ................................. 11
Article VI - Miscellaneous Management Provisions ............... 11
Section 6.1. Execution of Instruments...................... 11
Section 6.2. Corporate Records ............................ 11
Section 6.3. Voting of Securities owned
by this Corporation .......................... 12
Section 6.4. Conflict of Interest ......................... 12
Section 6.5. Indemnification .............................. 13
Article VII - Amendments ....................................... 13
Section 7.1. General ...................................... 13
Section 7.2. Date of Annual Meeting of
Stockholders ................................. 14
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BROADCAST SERVICES, INC.
B Y - L A W S
Article I - General
Section 1.1. Offices. The principal office of the corporation shall be in
_________, Massachusetts. The corporation may also have offices at such other
place or places within or without Massachusetts as the Board of Directors may
from time to time determine or the business of the corporation may require.
Section 1.2. Seal. The seal of the corporation shall be in the form of a
circle inscribed with the name of the corporation, the year of its incorporation
and the word "Massachusetts". When authorized by the Board of Directors and to
the extent not prohibited by law, a facsimile of the corporate seal may be
affixed or reproduced.
Section 1.3. Fiscal Year. The fiscal year of the corporation shall be the
twelve months ending December 31 of each year.
Article II - Stockholders
Section 2.1. Place of Meeting. Meetings of stockholders shall be held at
the principal office of the corporation or, to the extent permitted by the
Articles of Organization, at such other place within the United States as the
Board of Directors may from time to time designate.
Section 2.2. Annual Meetings. The annual meetings of stockholders shall be
held at 10 o'clock a.m. at such other hour as may from time to time be
designated by the Board of Directors, on the first Monday in August of each
year, beginning in 1991, or, if a legal holiday, on the next succeeding full
business day, for the purpose of electing a Board of Directors and transacting
such other business as may properly be brought before such meeting. At the
annual meeting any business may be transacted whether or not the notice of such
meeting shall have contained a reference thereto, except where such a reference
is required by law, the Articles of Organization or these By-laws. If the annual
meeting is not held on the date determined in accordance with this Section, a
special meeting in lieu of the annual meeting may be held with all the force and
effect of an annual meeting.
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Section 2.3. Special Meetings. Special meetings of stockholders may be
called by the President or by the Board of Directors, and shall be called by
the Clerk or, in case of death, absence, incapacity or refusal of the Clerk, by
any other officer, upon written application of one or more stockholders who hold
at least one tenth part in interest of the capital stock entitled to vote at the
meeting. At any special meeting only business to which a reference shall have
been contained in the notice of such meeting may be transacted.
Section 2.4. Notice of Meetings. Written or printed notice of each meeting
of stockholders, stating the place, date and hour and the purposes of the
meeting shall be given by the Clerk or other officer calling the meeting at
least seven days, but not more than sixty days, before the meeting to each
stockholder entitled to vote at the meeting or entitled to such notice by
leaving such notice with him at his residence or usual place of business or by
mailing it, postage prepaid, and addressed to the stockholder at his address as
it appears in the records of the corporation. No notice need be given to any
stockholder if he, or his authorized attorney, waives such notice by a writing
executed before or after the meeting and filed with the records of the meeting
or by his presence, in person or by proxy, at the meeting. Any person authorized
to give notice of any such meeting may make affidavit of such notice, which, as
to the facts therein stated, shall be conclusive. It shall be the duty of every
stockholder to furnish to the Clerk of the corporation or to the transfer agent,
if any, of the class of stock owned by him, his current post office address.
Section 2.5. Quorum. At all meetings of stockholders the holders of a
majority in interest of all capital stock entitled to vote at such meeting or,
if two or more classes of stock are issued, outstanding and entitled to vote as
separate classes, a majority in interest of each class, present in person or
represented by proxy, shall constitute a quorum. The announcement of a quorum by
the officer presiding at the meeting shall constitute a conclusive determination
that a quorum is present. The absence of such an announcement shall have no
significance. Shares of its own stock held by the corporation or held for its
use and benefit shall not be counted in determining the total number of shares
outstanding at any particular time. If a quorum is not present or represented,
the stockholders present or represented and entitled to vote at such meeting, by
a majority vote, may adjourn the meeting from time to time, without notice other
than announcement at the meeting until a quorum is present or represented. At
any adjourned meeting at which a quorum shall be present or represented,
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any business may be transacted which might have been transacted if the meeting
had been held as originally called. The stockholders present at a duly organized
meeting may continue to transact business until adjournment notwithstanding the
withdrawal of one or more stockholders so as to leave less than a quorum.
Section 2.6. Voting. Except as otherwise provided by law or the Articles of
Organization, at all meetings of stockholders each stockholder shall have one
vote for each share of stock entitled to vote and registered in his name and a
proportionate vote for a fractional share. Any stockholder may vote in person or
by proxy dated not more than six months prior to the meeting and filed with the
Clerk of the meeting. Every proxy shall be in writing, subscribed by a
stockholder or his authorized attorney-in-fact, and dated. A proxy with respect
to stock held in the name of two or more persons shall be valid if executed by
any one of them unless at or prior to exercise of the proxy the corporation
receives a specific written notice to the contrary from any one of them. No
proxy shall be valid after the final adjournment of the meeting. Voting on all
matters, including the election of directors, shall be by voice vote unless
voting by ballot is requested by any stockholder. Except as otherwise provided
by law, the Articles of Organization, or these By-laws, at all meetings of
stockholders all questions shall be determined by a vote of a majority of the
shares voting, or, if two or more classes of stock are entitled to vote as
separate classes, a vote of a majority of the shares voting of each class
voting, present in person or represented by proxy. The corporation shall not,
directly or indirectly, vote shares of its own stock.
Section 2.7. Inspectors of Election. Two inspectors may be appointed by
the Board of Directors before or at each meeting of stockholders, or, if no
such appointment shall have been made, the presiding officer may make such
appointment at the meeting. At the meeting for which they are appointed, such
inspectors shall open and close the polls, receive and take charge of the
proxies and ballots, and decide all questions touching on the qualifications of
voters, the validity of proxies and the acceptance and rejection of votes. If
any inspector previously appointed shall fail to attend or refuse or be unable
to serve, the presiding officer shall appoint an inspector in his place.
Section 2.8. Action Without Meeting. Any action which may be taken by
stockholders may be taken without a meeting if all stockholders entitled to vote
on the matter consent to the action in writing and the written consents are
filed with the records of the meetings of stockholders. Such
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consents shall be treated for all purposes as a vote at a meeting.
Article III - Directors
Section 3.1. Powers. Except as otherwise provided by law, the Articles of
Organization or these By-laws, the business of the corporation shall be managed
by a Board of Directors who may exercise all the powers of the corporation.
Section 3.2. Number, Election and Term of Office. The Board of Directors
shall consist of not less than one nor more than thirteen directors. Within the
limits specified, the number of directors shall be determined (a) by a vote of
the stockholders at the annual meeting, or (b) by a vote of the stockholders at
a special meeting called for the purpose by the Board of Directors, or (c) by
vote of the Board of Directors. Except for the initial directors and except as
provided in Section 3.14, the directors shall be elected at the annual meeting
of the stockholders or at a special meeting. All directors shall hold office
until the following annual meeting or special meeting in lieu of the annual
meeting and until their successors are chosen and qualified.
Section 3.3. Place of Meetings. Meetings of the Board of Directors may be
held at any place within or without the Commonwealth of Massachusetts.
Section 3.4. Annual Meetings. A meeting of the Board of Directors for the
election of officers and the transaction of general business shall be held each
year beginning in 19 , at the place of and immediately after the final
adjournment of the annual meeting of stockholders or the special meeting in lieu
of the annual meeting. No notice of such annual meeting need be given.
Section 3.5. Regular Meetings. Regular meetings of the Board of Directors
may be held, without notice, at such time and place as the Board of Directors
may determine. Any director not present at the time of the determination shall
be advised, in writing, of any such determination.
Section 3.6. Special Meetings. Special meetings of the Board of Directors,
including meetings in lieu of the annual or regular meetings, may be held upon
notice at any time upon the call of the President and shall be called by the
President or the Clerk or, in case of the death, absence, incapacity or refusal
of the Clerk, by any other officer, upon written application, signed by any two
directors, stating the purpose of the meeting.
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Section 3.7. Notice of Meetings. Wherever notice of any meetings of the
Board of Directors is required by these By-laws or by vote of the Board of
Directors, such notice shall state the place, date and hour of the meeting and
shall be given to each director by the President, Clerk or other officer calling
the meeting at least two days prior to such meeting if given in person by
telephone or by telegram or at least four days prior to such meeting if given by
mail. Notice shall be deemed to have been duly given, if by mail, by depositing
the notice in the post office as a first class letter, postage prepaid, or, if
by telegram, by completing and filing the notice on a telegraph blank and paying
the requisite fee at any telegraph office, the letter or telegram being
addressed to the director at his last known mailing address as it appears on the
books of the corporation. No notice need be given to any director who waives
such notice by a writing executed before or after the meeting and filed with the
records of the meeting or by his attendance at the meeting without protesting at
or before the commencement of the meeting the lack of notice to him. No notice
of adjourned meetings of the Board of Directors need be given.
Section 3.8. Quorum. At all meetings of the Board of Directors, a majority
of the directors then in office shall constitute a quorum. If a quorum is not
present, those present may adjourn the meeting from time to time until a quorum
is obtained. At any adjourned meeting at which a quorum shall be present, any
business may be transacted which might have been transacted if the meeting had
been held as originally called.
Section 3.9. Voting. At any meeting of the Board of Directors, the vote of
a majority of those present shall decide any matter except as otherwise provided
by law, the Articles of Organization or these By-laws.
Section 3.10. Action Without Meeting. Any action which may be taken at any
meeting of the Board of Directors may be taken without a meeting if all the
directors consent to the action in writing and the written consents are filed
with the records of the meetings of the Board of Directors. Such consents shall
be treated for all purposes as a vote at a meeting.
Section 3.11. Meetings by Telephone Conference Calls. Directors or members
of any committee designated by the Board of Directors may participate in a
meeting of the Board of Directors or such committee by means of a conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each
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other at the same time and participation by such means shall constitute presence
in person at a meeting.
Section 3.12. Resignations. Any director may resign by giving written
notice to the President or Clerk. Such resignation shall take effect at the time
or upon the event specified therein, or, if none is specified, upon receipt.
Unless otherwise specified in the resignation, its acceptance shall not be
necessary to make it effective.
Section 3.13. Removal. A director may be removed from office with or
without cause by vote of the holders of a majority in interest of the stock
entitled to vote in the election of such director and may be removed from office
with cause by vote of a majority of the directors then in office. A director may
be removed for cause only after reasonable notice and opportunity to be heard
before the body proposing to remove him.
Section 3.14. Vacancies. In the event of a vacancy in the Board of
Directors, by reason of an enlargement of the Board of Directors or otherwise,
the remaining directors, by majority vote, may elect a director to fill such
vacancy and may exercise the powers of the full Board of Directors until the
vacancy is filled.
Section 3.15. Compensation of Directors. Directors may be paid such
compensation for their services and such reimbursement for expenses of
attendance at meetings as the Board of Directors may from time to time
determine. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.
Section 3.16. Committees. The Board of Directors may, by vote of a majority
of the directors then in office, appoint from their number one or more
committees and delegate to such committees some or all of their powers to the
extent permitted by law, the Articles of Organization or these By-laws. Except
as the Board of Directors may otherwise determine, any such committee shall be
governed in the conduct of its business by the rules governing the conduct of
the business of the Board of Directors contained in these By-laws and may, by
majority vote of the entire committee, make other rules for the conduct of its
business. The Board of Directors shall have power at any time to fill vacancies
in any such committees, to change its membership or to discharge the committee.
Section 3.17. Issuance at Stock. The Board of Directors shall have power to
issue and sell or otherwise
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dispose of such shares of the corporation's authorized but unissued capital
stock to such persons and at such times and for such consideration, cash,
property, services, expenses, or otherwise, and upon such terms as it shall
determine from time to time.
Article IV - Officers
Section 4.1. Officers. The officers of the corporation shall consist of a
President, a Treasurer, a Clerk, and such other officers with such other titles
as the Board of Directors may determine including but not limited to a Chairman
of the Board of Directors, a Secretary, one or more Vice Presidents, Assistant
Treasurers and Assistant Clerks, and Assistant Secretaries. Any officer may be
required to give a bond for the faithful performance of his duties in such form
and with such sureties as the Board of Directors may determine.
Section 4.2. Election and Term of Office. Except for the initial officers
and except as provided in Section 4.10, the President, Treasurer and Clerk shall
be elected by the Board of Directors at its annual meeting or at the special
meeting held in lieu of the annual meeting and shall hold office until the
following annual meeting of the Board of Directors or the special meeting in
lieu of said annual meeting and until their successors are chosen and qualified.
Other officers may be chosen by the Board of Directors at the annual meeting or
any other meeting and shall hold office for such period as the Board of
Directors may prescribe.
Section 4.3. President. Unless the Board of Directors otherwise determines,
the President shall be the chief executive officer of the corporation. He shall
have the general control and management of the corporation's business and
affairs. He need not be a director. Unless there is a Chairman of the Board, the
President shall preside at all meetings of the Board of Directors and of the
stockholders.
Section 4.4. Vice Presidents. The Vice President, or if there be more than
one, the Vice Presidents, shall perform such of the duties of the President on
behalf of the corporation as may be respectively assigned to him or them from
time to time by the Board of Directors or the President. The Board of Directors
may designate a Vice President as the Executive Vice President, and in the
absence or inability of the President to act, such Executive Vice President
shall have and possess all of the powers and discharge all of the duties of the
President, subject to the control of the Board of Directors.
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Section 4.5. Treasurer and Assistant Treasurer. The Treasurer shall be the
principal financial officer of the corporation. He shall have custody and
control over all funds and securities of the corporation, maintain full and
adequate accounts of all moneys received and paid by him on account of the
corporation and, subject to the control of the Board of Directors, discharge all
duties incident to the office of Treasurer. Any Assistant Treasurer shall
perform such of the duties of the Treasurer and such other duties as the Board
of Directors, the President or the Treasurer may designate. The Treasurer shall
have authority, in connection with the normal business of the corporation, to
sign contracts, bids, bonds, powers of attorney and other documents when
required.
Section 4.6. Clerk and Assistant Clerk. The Clerk shall be the principal
recording officer of the corporation. He shall record all proceedings of the
stockholders and discharge all duties incident to the office of Clerk. Unless a
Secretary is appointed by the Board of Directors to perform such duties, the
Clerk shall record all proceedings of the Board of Directors and of any
committees appointed by the Board of Directors. Any Assistant Clerk shall
perform such of the duties of the Clerk and such other duties as the Board of
Directors, the President or the Clerk may designate. In the absence of the Clerk
or any Assistant Clerk from any meeting of stockholders, the Board of Directors
or any committee appointed by the Board of Directors, a Temporary Clerk
designated by the person presiding at the meeting shall perform the duties of
the Clerk. The Clerk shall be a resident of the Commonwealth of Massachusetts
unless a resident agent has been appointed by the corporation pursuant to law to
accept service of process.
Section 4.7. Secretary and Assistant Secretary. If appointed by the Board
of Directors, the Secretary shall record all proceedings of the Board of
Directors and discharge all duties incident to the office of Secretary. Any
Assistant Secretary shall perform such of the duties of the Secretary and such
other duties as the Board of Directors, President or Secretary may designate.
The Board of Directors and any committee appointed by the Board of Directors may
appoint a Secretary and one or more Assistant Secretaries to perform the
functions of the Secretary and Assistant Secretary for such committee.
Section 4.8. Resignation. Any officer may resign by giving written notice
to the President or Clerk. Such resignation shall take effect at the time or
upon the event specified therein, or, if none is specified, upon receipt.
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Unless otherwise specified in the resignation, its acceptance shall not be
necessary to make it effective.
Section 4.9. Removal. An officer may be removed from office with cause,
after reasonable notice and opportunity to be heard, or without cause, in either
case, by vote of a majority of the directors then in office.
Section 4.10. Vacancies. The Board of Directors may fill any vacancy
occurring in any office for any reason and may, in its discretion, leave
unfilled for such period as it may determine any offices other than those of
President, Treasurer and Clerk.
Section 4.11. Subordinate Officers. The Board of Directors may, from time
to time, authorize any officer to appoint and remove subordinate officers and to
prescribe their powers and duties. The term "subordinate officers" shall in no
event include the President, Treasurer and Clerk.
Section 4.12. Compensation. The Board of Directors may fix the compensation
of all officers of the corporation and may authorize any officer upon whom the
power of appointing subordinate officers may have been conferred to fix the
compensation of such subordinate officers.
Article V - Stock
Section 5.1. Stock Certificates. Each stockholder shall be entitled to a
certificate or certificates of stock of the corporation in such form as the
Board of Directors may from time to time prescribe. Each certificate shall be
duly numbered and entered in the books of the corporation as it is issued, shall
state the holder's name and the number and the class and the designation of the
series, if any, of his shares, shall be signed by the President or a Vice
President and by the Treasurer or an Assistant Treasurer and may, but need not,
be sealed with the seal of the corporation. If any stock certificate is signed
by a transfer agent, or by a registrar, other than a director, officer or
employee of the corporation, the signatures thereon of the officers may be
facsimiles. In case any officer who has signed or whose facsimile signature has
been placed on any certificate shall have ceased to be such officer before such
certificate is issued, it may nevertheless be issued by the corporation and
delivered with the same effect as if he were such officer at the time of its
issue. Every certificate of stock which is subject to any restriction on
transfer pursuant to the Articles of Organization, the By-laws or any agreement
to which the
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corporation is a party, shall have the restrictions noted conspicuously on the
certificate and shall also set forth on the face or back of the certificate
either (i) the full text of the restriction, or (ii) a statement of the
existence of such restriction and a statement that the corporation will furnish
a copy thereof to the holder of such certificate upon written request and
without charge. Every certificate issued at a time when the corporation is
authorized to issue more than one class or series of stock shall set forth upon
the face or back of the certificate either (i) the full text of the preferences,
voting powers, qualifications and special and relative rights of the shares of
each class and series, if any, authorized to be issued, as set forth in the
Articles of Organization or (ii) a statement of the existence of such
preferences, powers, qualifications and rights, and a statement that the
corporation will furnish a copy thereof to the holder of such certificate upon
written request and without charge.
Section 5.2. Transfer of Stock. Subject to any transfer restrictions then
in force, the shares of stock of the corporation shall be transferable only upon
its books by the holders thereof in person or by their duly authorized attorneys
or legal representatives. Such transfer shall be effected by delivery of the old
certificate, together with a duly executed assignment and power to transfer
endorsed thereon or attached thereto and with such proof of the authenticity of
the signature and such proof of authority to make the transfer as the
corporation or its agents may reasonably require, to the person in charge of the
stock and transfer books and ledgers or to such other person as the Board of
Directors may designate, who shall thereupon cancel the old certificate and
issue a new certificate. The corporation may treat the holder of record of any
share or shares of stock as the owner of such stock, and shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person, whether or not it shall have notice thereof, express or
otherwise.
Section 5.3 Fixing Date for Determination of Stockholders' Rights. The
Board of Directors may fix in advance a time, not exceeding sixty days preceding
the date of any meeting of stockholders, or the date for the payment of any
dividend or the making of any distribution to stockholders, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, or the last date on which the consent or
dissent of stockholders may be effectively expressed for any purpose, as the
record date for determining the stockholders entitled to notice of, and
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to vote at, such meeting and any adjournment thereof, to receive such dividend
or distribution, to receive such allotment of rights, or to exercise the rights
in respect of any such change, conversion or exchange of capital stock, or to
express such consent or dissent. In such case only stockholders of record on the
date so fixed shall have such right, notwithstanding any transfer of stock on
the books of the corporation after the record date. In lieu of fixing such
record date, the Board of Directors may close the stock transfer books for all
or any part of such period. In any case in which the Board of Directors does not
fix a record date or provide for the closing of the transfer books, the record
date shall be the thirtieth day next preceding the date of such meeting, the
dividend payment or distribution date, the date for allotment of rights, the
date for exercising of rights in respect of any such change, conversion or
exchange of capital stock, or the date for expressing such consent or dissent,
as the case may be.
Section 5.4. Lost, Mutilated or Destroyed Certificates. No certificates for
shares of stock of the corporation shall be issued in place of any certificate
alleged to have been lost, mutilated or destroyed, except upon production of
such evidence of the loss, mutilation or destruction and upon indemnification of
the corporation and its agents to such extent and in such manner as the Board of
Directors may prescribe and as required by law.
Article VI - Miscellaneous Management Provisions
Section 6.1. Execution of Instruments. Except as otherwise provided in
these By-laws or as the Board of Directors may generally or in particular cases
authorize the execution thereof in some other manner, all instruments,
documents, deeds, leases, transfers, contracts, bonds, notes, checks, drafts and
other obligations made, accepted or endorsed by the corporation shall be signed
by the President or a Vice President, or by the Treasurer or an Assistant
Treasurer, or by the Clerk. Facsimile signatures may be used in the manner and
to the extent authorized generally or in particular cases by the Board of
Directors.
Section 6.2. Corporate Records. The original, or attested copies, of the
Articles of Organization, By-laws, and records of all meetings of incorporators
and stockholders, and the stock and transfer records, which shall contain the
names of all stockholders and the record address and the amount of stock held by
each, shall be kept in the Commonwealth of Massachusetts at the principal office
of the corporation, or at an office of its Clerk, its resident agent or its
transfer agent. The copies and
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records need not all be kept in the same office. They shall be available at all
reasonable times for inspection by any stockholder for any proper purpose. They
shall not be available for inspection to secure a list of stockholders or other
information for the purpose of selling such list or information or copies
thereof or of using the same for a purpose other than in the interest of the
applicant, as a stockholder, relative to the affairs of the corporation.
Section 6.3. Voting of Securities owned by this Corporation. Subject always
to the specific directions of the Board of Directors, (a) any shares or other
securities issued by any other corporation and owned or controlled by this
corporation may be voted in person at any meeting of security holders of such
other corporation by the President of this corporation if he is present at such
meeting, or in his absence by the Treasurer of this corporation if he is present
at such meeting, and (b) whenever, in the judgment of the President, it is
desirable for this corporation to execute a proxy or written consent in respect
to any shares or other securities issued by any other corporation and owned by
this corporation, such proxy or consent shall be executed in the name of this
corporation by the President, without the necessity of any authorization by the
Board of Directors, affixation of corporate seal or countersignature or
attestation by another officer, provided that if the President is unable to
execute such proxy or consent by reason of sickness, absence from the United
States or other similar cause, the Treasurer may execute such proxy or consent.
Any person or persons designated in the manner above stated as the proxy or
proxies of this corporation shall have full right, power and authority to vote
the shares or other securities issued by such other corporation and owned by
this corporation the same as such shares or other securities might be voted by
this corporation.
Section 6.4. Conflict of Interest. No contract or other transaction of the
corporation shall, in the absence of fraud, be affected or invalidated by the
fact that any stockholder, director or officer of the corporation or any
corporation, firm or association of which he may be a director, officer,
stockholder or member may be a party to or may have an interest, pecuniary or
otherwise, in, any such contract or other transaction, provided that the nature
and extent of his interest was disclosed to, or known by, the entire Board of
Directors before acting on such contract or other transaction. Except in the
case of any contract or other transaction between the corporation and any other
corporation controlling, controlled by or under common control with the
corporation, any director of the corporation who is also a director, officer,
stockholder or
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member of any corporation, firm or association with which the corporation
proposes to contract or transact any business, or who has an interest, pecuniary
or otherwise, in any such contract or other transaction, may not be counted in
determining the existence of a quorum at any meeting of the Board of Directors
which shall authorize any such contract or such transaction, and such director
shall not participate in the vote to authorize any such contract or transaction.
Any such contract or transaction may be authorized or approved by a majority of
the directors then in office and not disqualified by this Section 6.4 to vote on
such matters, even though the disinterested directors do not constitute a
quorum.
Section 6.5. Indemnification. The corporation shall indemnify each director
and officer against all judgments, fines, settlement payments and expenses,
including reasonable attorneys' fees, paid or incurred in connection with any
claim, action, suit or proceeding, civil or criminal, to which he may be made a
party or with which he may be threatened by reason of his being or having been a
director or officer of the corporation, or, at its request, a director, officer,
stockholder or member of any other corporation, firm or association, or by
reason of his serving or having served, at its request, in any capacity with
respect to any employee benefit plan, and by which he is not so indemnified, or
by reason of any action or omission by him in any such capacity, whether or not
he continues to be a director or officer at the time of incurring such expenses
or at the time the indemnification is made. No indemnification shall be made
hereunder (a) with respect to payments and expenses incurred in relation to
matters as to which he shall be finally adjudged in such action, suit or
proceeding not to have acted in good faith and in the reasonable belief that his
action was in the best interest of the corporation (or, to the extent that such
matter relates to service with respect to an employee benefit plan, in the best
interests of the participants or beneficiaries of such employee benefit plan),
or (b) otherwise prohibited by law. The foregoing right of indemnification shall
not be exclusive of other rights to which any director or officer may otherwise
be entitled and shall inure to the benefit of the executor or administrator of
such director or officer.
Article VII - Amendments
Section 7.1. General. These By-laws may be amended, added to or repealed,
in whole or in part, (a) by vote of the stockholders at a meeting, where the
substance of the proposed amendment is stated in the notice of the meeting,
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or (b) by vote of a majority of the directors then in office, except that no
amendment may be made by the Board of Directors on matters reserved to the
stockholders by law or the Articles of Organization or which changes the
provisions of these By-laws relating to meetings of stockholders, to the removal
of directors or to the requirements for amendment of these By-laws. Notice of
any amendment, addition or repeal of any By-law by the Board of Directors
stating the substance of such action shall be given to all stockholders not
later than the time when notice is given of the meeting of stockholders next
following such action by the Board of Directors. Any By-law adopted by the Board
of Directors may be amended or repealed by the stockholders.
Section 7.2. Date of Annual Meeting of Stockholders. No amendment of these
By-laws changing the date of the annual meeting of stockholders may be made
within sixty days before the date fixed in these By-laws for such meeting.
Notice of such change shall be given to all stockholders at least twenty days
before the new date fixed for the meeting.