EXHIBIT 3.10
BYLAWS
OF
OMR SYSTEMS CORPORATION
(A New Jersey Corporation)
ARTICLE I. OFFICE.
The principal office of the Corporation in the State of New Jersey is at One ADP
Boulevard, Roseland, New Jersey County of Essex
ARTICLE II. STOCKHOLDERS' MEETINGS.
Section 1. Annual Meetings.
(a) The annual meeting of the stockholders of the Corporation, commencing
with the year 2004 shall be held at the principal office of the
Corporation in the State of Incorporation or at any other place within
or without the State of Incorporation as may be determined by the
Board of Directors and as may be designated in the notice of that
meeting.
The meeting shall be held on the second Tuesday in November of each
year, in any case within five months of the close of the fiscal year
of the corporation. If that day is a legal holiday, the meeting shall
be held on the next succeeding day not a legal holiday. The business
to be transacted at the meeting shall be the election of directors and
such other business as properly brought before the meeting.
(b) If the election of directors shall not be held on the day herein
designated for any annual meeting, or at any adjournment of that
meeting, the Board of Directors shall call a special meeting of the
stockholders as soon as possible thereafter.
At this meeting the election of directors shall take place, and the
election and any other business transacted shall have the same force
and effect as at an annual meeting duly called and held.
(c) No change in the time or place for a meeting for the election of
directors shall be made within 20 days preceding the day on which the
election is to be held. Written notice of any change shall be given
each stockholder at least 20 days before the election is held, either
in person or by letter mailed to the stockholder at the address last
shown on the books of the Corporation.
(d) In the event the annual meeting is not held at the time prescribed in
Article II, Section 1(a) above, and if the Board of Directors shall
not call a special meeting as prescribed in Article II, Section 1(b)
above within three months after the date prescribed for the annual
meeting, then any stockholder may call that meeting, and at that
meeting the stockholders may elect the directors and transact other
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business with the same force and effect as at an annual meeting duly
called and held.
Section 2. Special Meetings.
Special meetings of the stockholders may be called by the President or by the
holders of at least ten percent (10%) of the stock entitled to vote at that
meeting. At any time, upon the written request of any person or persons entitled
to call a special meeting, it shall be the duty of the Secretary to send out
notices of the meeting, to be held within or without the State of Incorporation
and at such time, but not less than 20 days nor more than 45 days after receipt
of the request, as may be fixed by the Board of Directors. If the Board of
Directors fails to fix a time or place, the meeting shall be held at the
principal office of the Corporation at a time as shall be fixed by the Secretary
within the above limits.
Section 3. Notice and Purpose of Meetings; Waiver.
Each stockholder of record entitled to vote at any meeting shall be given in
person, or by mail, or by prepaid telegram, written or printed notice of the
purpose or purposes, and the time and place within or outside the State of
Incorporation of every meeting of stockholders. This notice shall be delivered
not less than 10 days nor more than 60 days before the meeting. If mailed or
telegraphed, it should be directed to the stockholder at the address last shown
on the books of the Corporation. No publication of the notice of meeting shall
be required. A stockholder may waive the notice of meeting by attendance, either
in person or by proxy, at the meeting, or by so stating in writing, either
before or after the meeting. Attendance at a meeting for the express purpose of
objecting that the meeting was not lawfully called or convened shall not,
however, constitute a waiver of notice. Except where otherwise required by law,
notice need not be given of any adjourned meeting of the stockholders.
Section 4. Quorum.
Except as otherwise provided by law, a quorum at all meetings of stockholders
shall consist of the holders of record of a majority of the shares entitled to
vote present in person or by proxy.
Section 5. Closing of Transfer Books; Record Date.
(a) In order to determine the holders of record of the Corporation's stock
who are entitled to notice of meetings, to vote at a meeting or its
adjournment, to receive payment of any dividend, or to make a
determination of the stockholders of record for any other proper
purpose, the Board of Directors of the Corporation may order that the
Stock Transfer Books be closed for a period not to exceed sixty days.
If the purpose of this closing is to determine who is entitled to
notice of a meeting and to vote at such meeting, the Stock Transfer
Books shall be closed for at least thirty days preceding such meeting.
(b) In lieu of closing the Stock Transfer Books, the Board of Directors
may fix a date as the record date for the determination of
stockholders. This date shall be no more than sixty days prior to the
date of the action which requires the
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determination, nor, in the case of a stockholders' meeting, shall it
be less than thirty days in advance of such meeting.
(c) If the Stock Transfer Books are not closed and no record date is fixed
for the determination of the stockholders of record, the date of which
notice of the meeting is mailed, or on which the resolution of the
Board of Directors declaring a dividend is adopted, as the case may
be, shall be the record date for the determination of stockholders.
(d) When a determination of stockholders entitled to vote at any meeting
has been made as provided in this section, this determination shall
apply to any adjournment of the meeting, except when the determination
has been made by the closing of the Stock Transfer Books and the
stated period of closing has expired.
Section 6. Presiding Officer; Order of Business
(a) Meetings of the stockholders shall be presided over by the Chairman of
the Board, or, if he or she is not present, by the Chief Executive
Officer, or if not present, by the President, or if he or she is not
present, by a Vice-President, or if neither the Chairman of the Board
nor the Chief Executive Officer nor the President nor a Vice-President
is present, by a chairman to be chosen by a majority of the
stockholders entitled to vote at the meeting who are present in person
or by proxy. The Secretary of the Corporation, or, in her or his
absence, an Assistant Secretary, shall act as secretary of every
meeting, but if neither the Secretary nor an Assistant Secretary is
present, the stockholders present at the meeting shall choose any
person present to act as secretary of the meeting.
(b) The order of business shall be as follows:
1. Call of meeting to order.
2. Proof of notice of meeting.
3. Reading of minutes of last previous annual meeting.
4. Reports of officers.
5. Reports of committees.
6. Election of directors.
7. Miscellaneous business.
Section 7. Voting.
(a) Except in the election of directors, at which time the stockholders
shall be entitled to cumulate their votes, and except as otherwise
provided in the Articles of Incorporation, the Bylaws, or the laws of
the State of Incorporation at every meeting of the stockholders, each
stockholder of the Corporation entitled to vote at the meeting shall
have, as to each matter submitted to a vote, one vote in person or by
proxy for each share of stock having voting rights registered in his
or her name on the books of the Corporation. A stockholder may vote
his or her shares through a proxy appointed by a written instrument
signed by the stockholder or by a duly authorized attorney-in-fact and
delivered to the secretary of the meeting.
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No proxy shall be valid after three months from the date of its
execution unless a longer period is expressly provided.
(b) A majority vote of those shares entitled to vote and represented at
the meeting, a quorum being present, shall be the act of the meeting
except that in electing directors a plurality of the votes cast shall
elect.
(c) At all elections of directors, the voting shall be by ballot.
Section 8. List of Stockholders.
(a) A complete list of the stockholders of the Corporation entitled to
vote at the ensuing meeting, arranged in alphabetical order, and
showing the address of, and number of shares owned by, each
stockholder shall be prepared by the Secretary, or other officer of
the Corporation having charge of the Stock Transfer Books. This list
shall be kept on file for a period of at least thirty days prior to
the meeting at the principal office of the Corporation and shall be
subject to inspection during the usual business hours of such period
by any stockholder. This list shall also be available at the meeting
and shall be open to inspection by any stockholder at any time during
the meeting.
(b) The original Stock Transfer Books shall be prima facie evidence as to
who are the stockholders entitled to examine the list or to vote at
any meeting of the stockholders.
(c) Failure to comply with the requirements of this section shall not
affect the validity of any action taken at any meetings of the
stockholders.
ARTICLE III. DIRECTORS.
Section 1. Number, Qualification, Term, Quorum, and Vacancies.
(a) The property, affairs and business of the Corporation shall be managed
by a Board of Directors of which shall consist of a minimum of three
and a maximum of seven persons. Except as provided, directors shall be
elected at the annual meeting of the stockholders and each director
shall serve for one year and/or until his or her successor shall be
elected and qualify.
(b) The number of directors may be increased or decreased from time to
time by an amendment to these Bylaws. Any increased number of
directors shall be elected by the stockholders at the next regular
annual meeting or at a special meeting called for that purpose. The
number of directors shall never be less than three.
(c) Directors need not be stockholders of the Corporation.
(d) A majority of the directors in office shall be necessary to constitute
a quorum for the transaction of business. If, at any meeting of the
Board of Directors, there shall be less than a quorum present, a
majority of those present may adjourn the
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meeting, without further notice, from time to time until a quorum
shall have been obtained. In case there are vacancies on the Board of
Directors, other than vacancies created by the removal of a director
or directors by the stockholders or by an increase in the number of
directors, the remaining directors, although less than a quorum, may
by a majority vote elect a successor or successors for the unexpired
term or terms.
Section 2. Meetings.
Meetings of the Board of Directors may be held either within or without the
State of Incorporation. Meetings of the Board of Directors shall be held at
those times as are fixed from time to time by resolution of the Board. Special
meetings may be held at any time upon call of the Chairman of the Board, the
Chief Executive Officer, the President, or a Vice-President, or a majority of
directors, upon written or telegraphic notice deposited in the U.S. mail or
delivered to the telegraph company at least thirty days prior to the day of the
meetings. A meeting of the Board of Directors may be held without notice
immediately following the annual meeting of the stockholders. Notice need not be
given of regular meetings of the Board of Directors held at times fixed by
resolution of the Board of Directors nor need notice be given of adjourned
meetings. Meetings may be held at any time without notice if all the directors
are present or if, before the meeting, those not present waive such notice in
writing. Notice of a meeting of the Board of Directors need not state the
purpose of, nor the business to be transacted at, any meeting.
Section 3. Removal
(a) At any meeting of the stockholders, any director or directors may be
removed from office, without assignment of any reason, by a majority
vote of the shares or class of shares, as the case may be, which
elected the director or directors to be removed, provided, however,
that if less than all the directors are to be removed, no individual
director shall be removed if the number of votes cast against her or
his removal would be sufficient, if cumulatively voted at an election
of the entire board, to elect one or more directors.
(b) When any director or directors are removed, new directors may be
elected at the same meeting of the stockholders for the unexpired term
of the director or directors removed. If the stockholders fail to
elect persons to fill the unexpired term or terms of the director or
directors removed, these unexpired terms shall be considered vacancies
on the board to be filled by the remaining directors.
Section 4. Indemnification.
(a) The Corporation shall indemnify each of its directors, officers, and
employees whether or not then in service as such (and his or her
executor, administrator and heirs), against all reasonable expenses
actually and necessarily incurred by him or her in connection with the
defense of any litigation to which the individual may have been made a
party because he or she is or was a director, officer or employee of
the Corporation. The individual shall have no right to reimbursement,
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however, in relation to matters as to which he or she has been
adjudged liable to the Corporation for negligence or misconduct in the
performance of his or her duties, or was derelict in the performance
of his or her duty as director, officer or employee by reason of
willful misconduct, bad faith, gross negligence or reckless disregard
of the duties of his or her office or employment. The right to
indemnity for expenses shall also apply to the expenses of suits which
are compromised or settled if the court having jurisdiction of the
matter shall approve such settlement.
(b) The foregoing right of indemnification shall be in addition to, and
not exclusive of, all other rights to that which such director,
officer or employee may be entitled.
Section 5. Compensation.
Directors, and members of any committee of the Board of Directors, shall be
entitled to any reasonable compensation for their services as directors and
members of any committee as shall be fixed from time to time by resolution of
the Board of Directors, and shall also be entitled to reimbursement for any
reasonable expense incurred in attending those meetings. The compensation of
directors may be on any basis as determined in the resolution of the Board of
Directors. Any director receiving compensation under these provisions shall not
be barred from serving the Corporation in any other capacity and receiving
reasonable compensation for such other services.
Section 6. Committees.
(a) The Board of Directors, by a resolution or resolutions adopted by a
majority of the members of the whole Board, may appoint an Executive
Committee, an Audit Committee, and any other committees as it may deem
appropriate. Each committee shall consist of at least three members of
the Board of Directors. Each committee shall have and may exercise any
and all powers as are conferred or authorized by the resolution
appointing it. A majority of each committee may determine its action
and may fix the time and place of its meetings, unless provided
otherwise by the Board of Directors. The Board of Directors shall have
the power at any time to fill vacancies in, to change the size of
membership of, and to discharge any committee.
(b) Each committee shall keep a written record of its acts and proceedings
and shall submit that record to the Board of Directors at each regular
meeting and at any other times as requested by the Board of Directors.
Failure to submit the record, or failure of the Board to approve any
action indicated therein will not, however, invalidate the action to
the extent it has been carried out by the Corporation prior to the
time the record of such action was, or should have been, submitted to
the Board of Directors as provided.
Section 7. Dividends.
Subject always to the provisions of law and the Articles of Incorporation, the
Board of Directors shall have full power to determine whether any, and, if so,
what part, of the funds legally
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available for the payment of dividends shall be declared in dividends and paid
to the stockholders of the Corporation. The Board of Directors may fix a sum
which may be set aside or reserved over and above the paid-in capital of the
Corporation for working capital or as a reserve for any proper purpose, and from
time to time may increase, diminish, and vary this fund in the Board's absolute
judgment and discretion.
ARTICLE IV. OFFICERS.
Section 1. Number.
The officers of the Corporation shall be a Chairman of the Board, a Chief
Executive Officer, a President, one or more Vice-Presidents, a Treasurer, a
Controller, a Secretary, and one or more Assistant Secretaries. In addition,
there may be such subordinate officers as the Board of Directors may deem
necessary. Any person may hold two, but no more than two, offices.
Section 2. Term of Office.
The principal officers shall be chosen annually by the Board of Directors at the
first meeting of the Board following the stockholders' annual meeting, or as
soon as is conveniently possible. Subordinate officers may be elected from time
to time. Each officer shall serve until his or her successor shall have been
chosen and qualified, or until his, death, resignation, or removal.
Section 3. Removal.
Any officer may be removed from office with or without cause, at any time by the
affirmative vote of a majority of the Board of Directors then in office. Such
removal shall not prejudice the contract rights, if any, of the person so
removed.
Section 4. Vacancies.
Any vacancy in any office from any cause may be filled for the unexpired portion
of the term by the Board of Directors.
Section 5. Duties.
(a) The Chairman of the Board shall preside at all meetings of the
stockholders and the Board of Directors. Except where, by law, the
signature of the President is required, the Chairman shall possess the
same power as the President to sign all certificates, contracts, and
other instruments of the Corporation which may be authorized by the
Board of Directors.
(b) The Chief Executive Officer shall have general active management of
the business of the corporation, and in the absence of the Chairman of
the Board, shall preside at all meetings of the shareholders and the
Board of Directors; and shall see that all orders and resolutions of
the Board of Directors are carried into effect.
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(c) The President, in the absence of the Chairman of the Board, shall
preside at all meetings of the stockholders and the Board of
Directors. She or he shall have general supervision of the affairs of
the Corporation, shall sign or countersign all certificates,
contracts, or other instruments of the Corporation as authorized by
the Board of Directors, shall make reports to the Board of Directors
and stockholders, and shall perform any and all other duties as are
incident to her or his office or are properly required of him or her
by the Board of Directors.
(d) The Vice-Presidents, in the order designated by the Board of
Directors, shall exercise the functions of the President during the
absence or disability of the President. Each Vice-President shall have
any other duties as are assigned from time to time by the Board of
Directors.
(e) The Secretary, the Treasurer, and the Controller shall perform those
duties as are incident to their offices, or are properly required of
them by the Board of Directors, or are assigned to them by the
Articles of Incorporation or these Bylaws. The Assistant Secretaries,
in the order of their seniority, shall, in the absence of the
Secretary, perform the duties and exercise the powers of the
Secretary, and shall perform any other duties as may be assigned by
the Board of Directors.
(f) Other subordinate officers appointed by the Board of Directors shall
exercise any powers and perform any duties as may be delegated to them
by the resolutions appointing them, or by subsequent resolutions
adopted from time to time.
(g) In case of the absence or disability of any officer of the Corporation
and of any person authorized to act in his or her place during such
period of absence or disability, the Board of Directors may from time
to time delegate the powers and duties of that officer to any other
officer, or any director, or any other person whom it may select.
Section 6. Salaries.
The salaries of all officers of the Corporation shall be fixed by the Board of
Directors. No officer shall be ineligible to receive such salary by reason of
the fact that he is also a Director of the Corporation and receiving
compensation therefor.
ARTICLE V. CERTIFICATES OF STOCK.
Section 1. Form.
(a) The interest of each stockholder of the Corporation shall be evidenced
by certificates for shares of stock, certifying the number of shares
represented thereby and in such form not inconsistent with the
Articles of Incorporation as the Board of Directors may from time to
time prescribe.
(b) The certificates of stock shall be signed by the President or a
Vice-President and by the Secretary or an Assistant Secretary or the
Treasurer, and sealed with the
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seal of the corporation. This seal may be a facsimile, engraved or
printed. Where any certificate is manually signed by a transfer agent
or a transfer clerk and by a registrar, the signatures of the
President, Vice-President, Secretary, Assistant Secretary, or
Treasurer upon that certificate may be facsimiles, engraved or
printed. In case any officer who has signed or whose facsimile
signature has been placed upon any certificate shall have ceased to be
an officer before the certificate is issued, it may be issued by the
corporation with the same effect as if that officer had not ceased to
be so at the time of its issue.
Section 2. Subscriptions for Shares.
Unless the subscription agreement provides otherwise, subscriptions for shares,
regardless of the time when they are made, shall be paid in full at that time,
or in installments and at any periods, as shall be specified by the Board of
Directors. All calls for payments on subscriptions shall carry the same terms
with regard to all shares of the time class.
Section 3. Transfers.
(a) Transfers of shares of the capital stock of the Corporation shall be
made only on the books of the Corporation by the registered owner, or
by his or her duly authorized attorney, with a transfer clerk or
transfer agent appointed as provided in Section 5 of this Article of
the Bylaws, and on surrender of the certificate or certificates for
those shares properly endorsed with all taxes paid.
(b) The person in whose name shares of stock stand on the books of the
Corporation shall be deemed by the Corporation to be the owner thereof
for all purposes. However, if any transfer of shares is made only for
the purpose of furnishing collateral security, and that fact is made
known to the Secretary of the Corporation, or to the Corporation's
transfer clerk or transfer agent, the entry of the transfer may record
that fact.
Section 4. Lost, Destroyed, or Stolen Certificates.
No certificate for shares of stock in the Corporation shall be issued in place
of any certificate alleged to have been lost, destroyed, or stolen except on
production of evidence, satisfactory to the Board of Directors, of that loss,
destruction or theft, and, if the Board of Directors so requires, upon the
furnishing of an indemnity bond in such amount (but not to exceed twice the
value of the shares represented by the certificate) and with such terms and
surety as the Board of Directors, if any, in its discretion, require.
Section 5. Transfer Agent and Registrar.
The Board of Directors may appoint one or more transfer agents or transfer
clerks and one or more registrars, and may require all certificates for shares
to bear the signature or signatures of any of them.
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ARTICLE VI. CORPORATE ACTIONS.
Section 1. Deposits.
The Board of Directors shall select banks, trust companies, or other
depositories in which all funds of the Corporation not otherwise employed shall,
from time to time, be deposited to the credit of the Corporation.
Section 2. Voting Securities Held by the Corporation.
Unless otherwise ordered by the Board of Directors, the President shall have
full power and authority on behalf of the Corporation to attend, act, and vote
at any meeting of security holders of other corporations in which the
Corporation may hold securities. At that meeting the President shall possess and
may exercise any and all rights and powers incident to the ownership of those
securities which the corporation might have possessed and exercised if it had
been present. The Board of Directors may, from time to time, confer like powers
upon any other person or persons.
ARTICLE VII. CORPORATE SEAL.
The corporate seal of the Corporation shall consist of two concentric circles,
between which shall be the name of the Corporation, and in the center of which
shall be inscribed the year of its incorporation and the words "Corporate Seal,
State of New Jersey
ARTICLE VIII. AMENDMENT OF BYLAWS.
The Board of Directors shall have the power to amend, alter or repeal these
Bylaws, and to adopt new Bylaws, from time to time, by an affirmative vote of a
majority of the whole Board as then constituted, provided that notice of the
proposal to make, alter, amend, or repeal the Bylaws was included in the notice
of the directors' meeting at which such action takes place. At the next
stockholders' meeting following any action by the Board of Directors, the
stockholders, by a majority vote of those present and entitled to vote, shall
have the power to alter or repeal Bylaws newly adopted by the Board of
Directors, or to restore to their original status Bylaws which the Board may
have altered or repealed, and the notice of such stockholders' meeting shall
include notice that the stockholders will be called on to ratify the action
taken by the Board of Directors with regard to the Bylaws.
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AMENDMENT NO. 1 TO
BYLAWS
OF
OMR SYSTEMS CORPORATION
(a New Jersey Corporation)
Article III, Section 1(a) of the Bylaws of OMR Systems Corporation, a New
Jersey corporation, be, and hereby is, amended and restated to read as follows:
"The number of Directors constituting the entire Board shall be one or
such greater number as shall be set by the vote of a majority of the
Board of Directors then authorized to hold office. Except as provided,
directors shall be elected at the annual meeting of stockholders and
each director shall serve for one year and/or until his or her
successor shall be elected and qualify."
Article III, Section 1(b) of the Bylaws of OMR Systems Corporation, be, and
hereby is, amended and restated to read as follows:
"The number of directors may be increased or decreased from time to
time by an amendment to these Bylaws. Any increased number of
directors shall be elected by the stockholders at the next regular
annual meeting, or at a special meeting called for that purpose."
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