EXHIBIT 3.12
BYLAWS
OF
OPEN INFORMATION SYSTEMS, INC.
ARTICLE I. IDENTIFICATION
Section 1. Name. The name of the Corporation is Open Information
Systems, INC.
Section 2. Seal. Upon the seal of the Corporation shall appear the
name of the Corporation and the state and year of incorporation, and the words
"Corporate Seal."
Section 3. Offices. The initial principal office of the Corporation
shall be located in Sandy Hook, Connecticut. The Board of Directors (the
"Board") may from time to time, in its discretion, or as the activities of the
Corporation may require, establish a different location for the Corporation's
principal office and may establish such other offices of the Corporation, each
which may be located within or without the State of Connecticut.
ARTICLE II. MEETINGS OF SHAREHOLDERS
Section 1. Place of Meetings. Meetings of the shareholders of the
Corporation shall be held at the principal office of the Corporation, or at such
other place, either within or without the State of Connecticut, as may be fixed
by the Board or the President of the Corporation and stated in the notice of
meeting or in a duly executed waiver of notice thereof.
Section 2. Annual Meeting. An annual meeting of the shareholders shall
be held each year at such place, date and time as the Board shall from time to
time prescribe. At each annual meeting of the shareholders, the shareholders
shall elect the Board for the ensuing year and shall transact such other
business as may properly come before the meeting. Unless the Certificate of
Incorporation of the Corporation or these Bylaws provide otherwise, notice of an
annual meeting need not include a description of the purpose or purposes for
which the meeting is called.
Section 3. Special Meetings. Special meetings of the shareholders
shall be held: (1) on call of the Board or the President of the Corporation, or
(2) if the holders of at least ten percent (10%) of all of the votes entitled to
be cast on any issue proposed to be considered at the proposed special meeting
sign, date and deliver to the Corporation's Secretary one or more written
demands for the meeting describing the purpose or purposes for which the meeting
is to be held. Notice of a special meeting of shareholders shall include a
description of the purpose or purposes for which the meeting is called. Only
business within the purpose or purposes described in the notice of special
shareholders' meeting may be conducted at the special meeting of the
shareholders that is the subject of such meeting notice.
Section 4. Action without a Meeting. Any action which may be taken at
a meeting of shareholders may be taken without a meeting by a written consent
setting forth the action so taken or to be taken, signed by all of the persons
who would be entitled to vote upon such action at a meeting or by their duly
authorized attorneys. Unless otherwise fixed by the
Board, the record date for determining shareholders entitled to take action
without a meeting is the date that the first shareholder signs the consent for
the proposed action.
Section 5. Notice. (a) Except as otherwise required by law, written
notice of each meeting of shareholders, stating the place, day and hour of the
meeting and, in the case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered not less than ten (10) days nor more
than sixty (60) days before the date of the meeting, to each shareholder of
record entitled to vote at such meeting by leaving such notice with such
shareholder personally, or by depositing such notice in the United States mails
in a postage prepaid envelope addressed to such shareholder at such
shareholder's address as it appears on the stock transfer books of the
Corporation. Unless the Connecticut Business Corporation Act, as the same may be
amended from time to time (the "Act") or the Certificate of Incorporation of the
Corporation require otherwise, the Corporation is required to give notice only
to shareholders entitled to vote at the meeting.
(b) If an annual or special shareholders' meeting is adjourned to a
different date, time or place, notice need not be given of the new date, time or
place if the new date, time or place is announced at the meeting before
adjournment. If a new record date for the adjourned meeting is or must be fixed,
however, notice of the adjourned meeting must be given to persons who are
shareholders as of the new record date.
Section 6. Waiver of Notice. (a) A shareholder may waive any notice of
a meeting before or after the date and time stated in the notice of a meeting.
The waiver must be in writing, signed by the shareholder entitled to the notice
and delivered to the Corporation for inclusion in the minutes or filing with the
corporate records.
(b) A shareholder's attendance at a meeting (1) waives objection to
lack of notice or defective notice, unless the shareholder at the beginning of
the meeting objects to holding the meeting or transacting business at the
meeting; and (2) waives objection to consideration of a particular matter at the
meeting that is not within the purpose or purposes described in the meeting
notice, unless the shareholder objects to considering the matter when presented.
Section 7. Voting Entitlement of Shares. Except as otherwise required
by law or provided in the Certificate of Incorporation of the Corporation, each
outstanding share of voting stock, regardless of class, is entitled to one vote
on each matter voted on at a shareholders' meeting.
Section 8. Proxies. A shareholder may vote such shareholder's shares
in person or by proxy. A shareholder may appoint a proxy to vote or otherwise
act for such shareholder by signing an appointment form, either personally or by
such shareholder's attorney-in-fact.
Section 9. Shareholders' Quorum and Voting Requirements. A majority of
the votes entitled to be cast on a matter constitutes a quorum for action on
that matter. Once a share is represented for any purpose at a meeting, it is
deemed present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting, unless a new record date is or must be set for that
adjourned meeting.
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Section 10. Votes Required for Shareholders' Action. Unless the Act or
the Certificate of Incorporation require a greater number of affirmative votes,
actions to be voted upon by the shareholders (other than the election of
directors) at a meeting at which quorum is present shall be approved if the
votes cast by shares entitled to vote on such action exceed the votes cast in
opposition to such action.
Section 11. Votes Required for Election of Directors. Unless otherwise
provided in the Certificate of Incorporation, directors shall be elected by a
plurality of votes cast by shares entitled to vote for directors at a meeting at
which quorum is present.
Section 12. Adjournment of Meetings. The shareholders present, in
person or by proxy, at any special meeting of shareholders, may, by the
affirmative vote of a majority of voting power of the shares represented at such
meeting and entitled to vote thereat, adjourn from time to time as they see fit,
whether or not such number constitutes a quorum, and no notice of such
adjournment need be given.
ARTICLE III. BOARD OF DIRECTORS
Section 1. Requirements for and Duties of the Board. All corporate
powers shall be exercised by or under the authority of, and the business and
affairs of the corporation shall be managed by or under, the direction of the
Board.
Section 2. Number and Election of Directors. The Board shall consist
of not less than two (2) nor more than seven (7) directors. The number of
directors at any time within such maximum and minimum shall be the number fixed
by resolution of the shareholders or the directors, or, in the absence of such a
resolution, the number of directors elected at the preceding annual meeting of
shareholders. Reduction of the number of directors may not, as such, cause the
removal from office of any person then serving as a director of the corporation
nor shorten the term of office of any such person.
Section 3. Terms of Directors. Each director shall be elected at the
annual meeting of the shareholders and shall hold office for the ensuing year
until the next annual meeting and until his successor shall have been duly
elected and shall have qualified, or until his death, resignation or removal.
Section 4. Resignation of Directors. (a) A director may resign at any
time by delivering written notice to the Board, its chairman, the President or
to the Corporation.
(b) A resignation is effective when the notice is delivered unless the
notice specifies a later effective date.
Section 5. Removal of Directors. (a) The shareholders may remove one
or more directors with or without cause.
(b) A director may be removed by the shareholders only at a meeting
called for that purpose, and the meeting notice must state that the purpose, or
one of the purposes, of the meeting is removal of the director.
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Section 6. Vacancy on Board. If a vacancy occurs on the Board,
including a vacancy resulting from an increase in the number of directors: (1)
the shareholders may fill the vacancy; (2) the Board may fill the vacancy; or
(3) if the directors remaining in office constitute fewer than a quorum of the
Board, such remaining directors may fill the vacancy by the affirmative vote of
a majority thereof.
Section 7. Meetings. (a) The Board may hold regular meetings or
special meetings in or out of the State of Connecticut.
(b) The Board may permit any or all directors to participate in a
regular or special meeting by, or conduct the meeting through the use of, any
means of communication by which all directors participating may simultaneously
hear each other during the meeting. A director participating in a meeting by
this means is deemed to be present in person at the meeting.
Section 8. Notice of Meeting. (a) If the date, time and place of
regular meetings is established in advance by the Board, such meetings may be
held without notice of the date, time, place or purpose thereof.
(b) Special meetings of the Board shall be preceded by at least two
(2) days' notice of the date, time and place of the meeting. The notice need not
describe the purpose or purposes of the special meeting.
Section 9. Waiver of Notice. (a) A director may waive notice of any
meeting of the Board, before or after the date and time stated in the notice.
Except as provided by subsection (b) of this section, the waiver must be in
writing, signed by the director entitled to the notice and filed with the
minutes or corporate records of the Corporation.
(b) A director's attendance at or participation in a meeting waives
any required notice to him of the meeting unless the director at the beginning
of the meeting, or promptly upon arrival, objects to holding the meeting or
transacting business at the meeting and does not thereafter vote for or assent
to action taken at the meeting.
Section 10. Quorum and Voting. (a) A quorum for a meeting of the Board
consists of a majority of the number prescribed, or if no number is prescribed,
a majority of the directors in office at the time the meeting begins.
(b) If a quorum is present when a vote is taken, the affirmative vote
of a majority of directors present is the act of the Board.
(c) A director who is present at a meeting of the Board or a committee
of the Board when corporate action is taken is deemed to have assented to the
action taken unless: (1) such director objects at the beginning of the meeting,
or promptly upon arrival, to holding or transacting business at the meeting; (2)
the director's dissent or abstention from the action taken is entered in the
minutes of the meetings; or (3) the director delivers written notice of dissent
or abstention to the presiding officer of the meeting before its adjournment or
to the Corporation immediately after adjournment of the meeting. The right of
dissent or abstention is not available to a director who votes in favor of the
action taken.
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Section 11. Committees of Directors. The Board, by resolution adopted
by a majority of the full Board, may designate from among its members an
executive committee and one or more other committees and may appoint or provide
for the appointment of one or more directors as alternate members of any such
committee, who may replace any absent or disqualified member at any meeting of
the committee. Each committee shall have two or more members. Any such committee
shall have and may exercise the powers of the Board in the management of the
business, property and affairs of the Corporation, as shall be provided in these
Bylaws or in the resolution of the Board constituting the committee, except that
such committee shall not have authority to: (1) authorize distributions; (2)
approve or propose to shareholders actions that are required to be approved by
shareholders; (3) fill vacancies on the Board or on any of its committees; (4)
amend the Certificate of Incorporation pursuant to section 33-796 of the Act;
(5) adopt, amend or repeal bylaws; (6) approve a plan of merger not requiring
shareholder approval; (7) authorize or approve reacquisition of shares, except
according to a formula or method prescribed by the Board; or (8) authorize or
approve the issuance or sale or contract for sale of shares, or determine the
designation and relative rights, preferences and limitations of a class or
series of shares, except that the Board may authorize a committee or a senior
executive officer of the Corporation to do so within limits specifically
prescribed by the Board. All committees shall keep records of their acts and
proceedings and report the same to the Board as and when required. Any director
may be removed from a committee with or without cause by the affirmative vote of
a majority of the entire Board.
Section 12. Action Without a Meeting. (a) Any action required or
permitted by the Act to be taken at a meeting of the Board may be taken without
a meeting if the action is taken by all directors. The action shall be evidenced
by one or more written consents describing the action taken, signed by each
director, and included in the minutes or filed with the corporate records
reflecting the action taken.
(b) Action taken by written consent of the directors is effective when
the last director signs the consent, unless the consent specifies a different
effective date.
(c) A consent signed under this section has the effect of a meeting
vote and may be described as such in any document.
Section 13. Compensation of Directors. The directors may be reimbursed
for any expenses incurred by them in attendance at any meeting of the Board or
of any of its committees. Every director may be paid a stated salary as a
director and/or a fixed sum for attendance at each meeting which such director
attends. No payments or reimbursements described herein shall preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor.
ARTICLE IV. OFFICERS
Section 1. Election. A President, a Secretary, and when deemed
necessary by the Board, a chairman of the Board, one or more vice presidents and
such other officers and assistant officers shall be elected by the Board to hold
office until their respective successors are duly elected and qualified. Any two
or more offices may be held by the same person.
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Section 2. Chairman of the Board. The Chairman of the Board, if one
shall be elected, shall preside at all meetings of the Board, and shall perform
such other duties and exercise such other powers as may be assigned to him by
the Board.
Section 3. President. The President shall be the chief executive
officer of the Corporation, and in such capacity, shall have primary
responsibility for the general management, supervision and control of the
activities of the Corporation, subject to the direction of the Board. In the
absence or non election of a chairman, the President shall preside at all
meetings of the Board in addition to all meetings of shareholders and shall
exercise all other powers and discharge all other duties customarily vested in
the Chairman of the Board. The President shall also have the direction of all
other officers, agents and employees of the Corporation and shall see that all
orders and resolutions of the Board are carried into effect. The President shall
also perform such other duties and exercise such other powers as the Bylaws may
provide or the Board may assign.
Section 4. Vice President. Vice Presidents, when elected, shall have
such powers and perform such duties as the President or the Board may from time
to time assign and shall perform such other duties as may be prescribed by these
Bylaws. At the request of the President, or in case of his absence or inability
to act, the executive vice president, if one has been elected, or the vice
president so designated by the Board, 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 and such additional restrictions as may be
imposed by the Board.
Section 5. Secretary. The Secretary shall keep true and complete
records of the proceedings of the meetings of the shareholders, the Board and
any committees of directors and shall file any written consents of the
shareholders, the Board and any committees of directors with these records. It
shall be the duty of the Secretary to be the custodian of the records and of the
seal of the Corporation. The Secretary shall also attend to the giving of all
notices and shall perform such other duties as the Bylaws may provide or the
Board may assign.
Section 6. Assistant Secretary. If one shall be elected, the assistant
secretary shall have such powers and perform such duties as the President,
Secretary or the Board may from time to time assign and shall perform such other
duties as may be prescribed by these Bylaws. At the request of the Secretary, or
in case of his absence or inability to act, the assistant secretary shall
perform the duties of the Secretary and, when so acting, shall have all the
powers of, and be subject to all the restrictions upon, the Secretary.
Section 7. Treasurer. The treasurer shall keep correct and complete
records of account showing accurately at all times the financial condition of
the Corporation. The Treasurer shall also act as legal custodian of all moneys,
notes, securities, and other valuables that may from time to time come into the
possession of the Corporation, and shall promptly deposit all funds of the
Corporation coming into his hands in the bank or other depository designated by
the Board and shall keep this bank account in the name of the Corporation.
Whenever requested by the Board, the Treasurer shall furnish a statement of the
financial condition of the Corporation and shall perform such other duties as
the Bylaws may provide and the Board may assign.
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Section 8. Assistant Treasurer. If one shall be elected, the assistant
treasurer shall have such powers and perform such duties as the President,
Treasurer or Board may from time to time assign and shall perform such other
duties as may be prescribed by these Bylaws. At the request of the Treasurer, or
in case of his absence or inability to act, the assistant treasurer shall
perform the duties of the Treasurer and, when so acting, shall have all the
powers of, and be subject to all the restrictions upon, the Treasurer.
Section 9. Other Officers. Such other officers as are appointed shall
exercise such duties and have such powers as the Board may assign.
Section 10. Transfer of Authority. In case of the absence of any
officer of the Corporation or for any other reason that the Board may deem
sufficient, the Board may transfer the powers or duties of that officer to any
other officer or to any director or employee of the Corporation, provided that a
majority of the entire Board approves such action.
Section 11. Resignation and Removal. Any officer may resign by giving
written notice to the Corporation, Chairman of the Board, if any, the President
or the Secretary. Removal of an officer elected by the Board, with or without
cause, may be effected by the Board whenever in the judgment of the Board the
best interests of the Corporation are served thereby. Any such removal of an
officer shall be without prejudice to such officer's contract rights, if any.
Section 12. Vacancies. A vacancy occurring in any office may be filled
for the unexplored portion of the term of office by the Board.
ARTICLE V. CAPITAL STOCK
Section 1. Consideration and Payment. The capital stock may be issued
for such consideration as may be fixed from time to time by the Board, provided,
however, that the consideration may not be less than the par value of any of
such stock having a par value. Payment of such consideration may be made, in
whole or in part, in any tangible or intangible property or benefit to the
Corporation, including cash, promissory notes, services performed, contracts for
services to be performed and other securities of the Corporation.
Section 2. Certificates Representing Shares. Each holder of the
capital stock of the Corporation shall be entitled to a certificate signed by
the President or a vice president and the Secretary or an assistant secretary
except that such signatures may be facsimiles if such certificate is manually
signed on behalf of a transfer agent or registrar, other than the Corporation
itself or an employee of the Corporation. In case any officer who signed or
whose facsimile signature has been placed upon such certificate shall have
ceased to be such officer before such certificate is issued, it may be issued by
the Corporation with the same effect as if such officer were such officer at the
date of its issuance. Upon each such certificate shall appear such legend or
legends as may be required by law or by any contract or agreement to which the
Corporation is a party. No certificate shall be valid without such signatures
and legends as are required hereby.
Section 3. Lost Certificates. Whenever a person shall request the
issuance of a certificate of stock to replace a certificate alleged to have been
lost by theft, destruction or
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otherwise, the Board shall require that such person make an affidavit to the
fact of such loss before the Board shall authorize the requested issuance.
Before issuing a new certificate, the Board may also require a bond of indemnity
against any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost.
Section 4. Transfer of Stock. The Corporation or its transfer agent
shall register a transfer of a stock certificate, issue a new certificate and
cancel the old certificate upon presentation for transfer of a stock certificate
duly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer. Notwithstanding the foregoing, no such transfer shall be
effected by the Corporation or its transfer agent if such transfer is prohibited
by law, by the Certificate of Incorporation or by any contract or agreement to
which the Corporation is a party.
ARTICLE VI. INDEMNIFICATION
To the fullest extent permitted by the Act, the Corporation shall
indemnify any current or former director or officer of the Corporation and may,
at the discretion of the Board, indemnify any current or former employee or
agent of the Corporation against all expenses, judgments, fines and amounts paid
in settlement actually and reasonably incurred by such individual in connection
with any threatened, pending or completed action, suit or proceeding brought by
or in the right of the Corporation or otherwise, to which such individual was or
is a party or is threatened to be made a party by reason of such individual's
current or former position with the Corporation or by reason of the fact that
such individual is or was serving, at the request of the Corporation, as a
director, officer, partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise.
ARTICLE VII. MISCELLANEOUS
Section 1. Fiscal Year. The fiscal year of the Corporation shall be
determined from time to time by resolution of the Board.
Section 2. Inconsistencies with Certificate of Incorporation. If any
provision of the Bylaws shall be inconsistent with any provision of the
Certificate of Incorporation of the Corporation, the Certificate of
Incorporation shall prevail.
ARTICLE VIII. AMENDMENT OF BYLAWS
The Board may amend or repeal the Corporation's Bylaws unless (1) the
Certificate of Incorporation or the Act reserve this power exclusively to the
shareholders in whole or in part, or (2) the shareholders, in amending or
repealing a particular Bylaw, provide expressly that the Board may not amend or
repeal that Bylaw. The shareholders may amend or repeal the Corporation's Bylaws
even though the Bylaws may also be amended or repealed by the Board.
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