EXHIBIT 3.4
Amended at 1/14/86,
7/29/87, 11/16/89,
11/15/90 and 7/11/91
Board of Directors'
Meetings
BY-LAWS
Of
UNIFIRST CORPORATION
ARTICLE I
Stockholders
1. Meetings. Meetings of stockholders may be held at the principal office
of the corporation in the Commonwealth of Massachusetts, or at such other places
within or without the Commonwealth of Massachusetts as may be specified in the
notices of such meetings; provided, that when any such meeting is convened, the
presiding officer may adjourn the meeting for a period of time not to exceed 60
calendar days if (a) no quorum is present for the transaction of business or (b)
the Board of Directors determines that adjournment is necessary or appropriate
to enable the stockholders (i) to consider fully information that the Board of
Directors determines has not been made sufficiently or timely available to
stockholders or (ii) otherwise to exercise effectively their voting rights. The
presiding officer in such event shall announce the adjournment and date, time
and place of reconvening and shall cause notice thereof to be posted at the
original place of meeting designated in the notice sent to stockholders; and if
such date is more than ten calendar days after the original date of meeting
designated in the notice sent to stockholders the Clerk or Assistant Clerk (or
other person authorized by these By-laws or by law) shall give notice thereof as
provided in Section 5 of this Article I.
2. Annual Meeting. The annual meeting of stockholders shall be held on such
date and at such time and place as shall be determined by the Board of Directors
or the Chairman or vice Chairman of the Board, which date, time and place may
subsequently be changed at any time, including during the year in which such
determination occurs, by vote of the Board of Directors. The purposes for which
such annual meeting is to be held, in addition to those prescribed by law, by
the Articles
of Organization or by these By-laws, may be specified by the Board of Directors
or the Chairman or vice Chairman of the Board. If no annual meeting of
stockholders has been held within six months of the end of the fiscal year of
the corporation, a special meeting in lieu thereof may be held or, there may be
action by written consent of the stockholders on matters to be voted on at the
annual meeting of stockholders, and such special meeting or written consent
shall have for the purposes of these By-laws or otherwise all the force and
effect of an annual meeting of stockholders.
3. Special Meetings. Special meetings of stockholders may be called by the
Chairman or Vice Chairman of the Board or by the Board of Directors at such
date, time and place as they may determine, which date, time and place may
subsequently be changed at any time by vote of the Board of Directors. Such
special meetings shall be called by the Clerk, or in case of the death, absence,
incapacity or refusal of the Clerk, by any other officer, upon written
application of one or more stockholders who hold at least two-thirds in interest
of the capital stock entitled to vote at such meeting. The call for the special
meeting of stockholders may be oral or written and shall state the date, time,
place and purposes of such meeting.
4. Matters to be Considered at Meetings. Except as provided in Article II
Section 3, at annual and special meetings of stockholders, only such business
shall be conducted, and only such proposals shall be acted upon, as shall have
been properly brought before such meeting (a) by, or at the direction of, a
majority of the Board of Directors or (b) by any holder of record (both as of
the time notice of such proposal is given by the stockholder as set forth below
and as of the record date for the meeting in question) of any shares of the
corporation's stock outstanding and entitled to vote at such meeting who
complies with the procedures set forth in this Section 4. For a proposal to be
properly brought before any such meeting by a stockholder, other than a
stockholder proposal included pursuant to Rule 14a-8 of the Securities Exchange
Act of 1934, as amended, in the proxy statement distributed on behalf of the
Board of Directors, the stockholder must have given timely notice thereof in
writing to the Clerk of the corporation and such stockholder or his
representative must be present in person at such meeting. To be timely, a
stockholder's notice must be delivered to, or mailed and received by, the Clerk
at the principal executive offices of the corporation (a) not less than 75
calendar days nor more than 120 calendar days prior to the anniversary date of
the immediately preceding annual meeting of stockholders or special meeting in
lieu thereof (the "Anniversary Date") or (b) in the case of a special meeting of
stockholders or in the event that the annual meeting of stockholders is called
for a date (including any change in a date determined pursuant to
2
Section 2 or 3 of this Article I) more than 75 calendar days prior to the
Anniversary Date, not later than the close of business on (i) the 20th
calendar-day (or if that day is not a business day for the corporation, on the
next succeeding business day) following the earlier of (1) the date on which
notice of the date of such meeting was mailed to stockholders, or (2) the date
on which the date of such meeting was publicly disclosed, or (ii) if such date
of notice or public disclosure occurs more than 75 calendar days prior to the
scheduled date of such meeting, the 75th calendar day prior to such scheduled
date of such meeting (or if that day is not- a business day for the corporation,
on the next succeeding business day). Such stockholder's notice to the Clerk
shall set forth as to each matter the stockholder proposes to bring before such
meeting (a) a brief description of the proposal desired to be brought before
such meeting and the reasons for conducting such business at such meeting, (b)
the name and address, as they appear on the corporation's stock transfer books,
of the stockholder proposing such business and of the beneficial owners (if any)
of the stock registered in such stockholder's name and the name and address of
other stockholders known by such stockholder to be supporting such proposal, (c)
the class and number of shares of the corporation's capital stock which are
beneficially owned by the stockholder and such beneficial owners (if any) on the
date of such stockholder's notice and by any other stockholders known by such
stockholder to be supporting such proposal on the date of such stockholder's
notice, and (d) any substantial interest, direct or indirect, of the stockholder
in such proposal.
Notwithstanding anything in these By-laws to the contrary, no business
shall be conducted at a meeting of stockholders except in accordance with the
procedures set forth in this Article I or in Section 3 of Article II; provided,
however, that nothing in this Article I shall be deemed to preclude discussion
of any business brought before such meeting. The presiding officer of any such
meeting may, if the facts warrant, determine and declare to such meeting that
business was not properly brought before such meeting in accordance with .this
Article I, and if such officer should so determine, he or she shall so declare
to such meeting and that business shall be disregarded.
5. Notice of Meetings. A written notice of the date, time and place of each
meeting of stockholders stating the purposes of such meeting shall be given by
the Clerk or an Assistant Clerk (or other person authorized by these By-laws or
by law) at least seven calendar days before such meeting to each stockholder
entitled to vote thereat and to each stockholder who, by law, by the Articles of
Organization or by these By-laws, is entitled to such notice, by leaving such
notice with him or at his residence or usual place of business,
3
or by mailing it, postage prepaid, and addressed to such stockholder at his
address as it appears in the records of the corporation. A written waiver of
notice, executed before or after a meeting by such stockholder or his attorney
thereunto authorized and filed with the records of the meeting shall be deemed
equivalent to notice of such meeting.
6. Quorum. The holders of a majority in interest of all stock issued,
outstanding and entitled to vote at a meeting shall constitute a quorum, but if
a quorum is not present, a lesser number may adjourn the meeting from time to
time and such meeting may be held as adjourned without further notice.
7. Voting and Proxies. Unless otherwise provided by law or by the Articles
of Organization, stockholders shall have one vote for each share of stock
entitled to vote owned by them of record according to the books of the
corporation and a proportionate vote for a fractional share. Stockholders may
vote either in person or by written proxy dated not more than six months before
the meeting of stockholders named therein. Proxies shall be filed with the Clerk
of such meeting, or of any adjournment thereof, before being voted. Except as
otherwise permitted by law or limited therein, proxies shall entitle the persons
authorized thereby to vote at any adjournment of such meeting but shall not be
valid after final adjournment of such meeting. A proxy with respect to stock
held in the name of two or more persons shall be valid if executed by 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. A proxy purporting
to be executed by or on behalf of a stockholder shall be deemed valid unless
challenged at or prior to its exercise and the burden of proving invalidity
shall rest on the challenger.
8. Action at Meeting. When a quorum is present, any matter before a meeting
of stockholders shall be decided by vote of the holders of a majority of the
shares of stock voting on such matter, except where a larger vote is required by
law, by the Articles of Organization or by these By-laws. Any election by
stockholders shall be determined by a plurality of the votes cast, except where
a larger vote is required by law, by the Articles of Organization or by these
By-laws. No ballot shall be required for any election unless requested by a
stockholder entitled to vote in the election. The corporation shall not directly
or indirectly vote any share of its own stock.
9. Action without Meeting. Any action to be taken at any annual or special
meeting of 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
consents shall be treated for all purposes as a vote at a meeting.
4
10. Tabulation of Votes. At any annual or special meeting of stockholders,
the presiding officer shall be authorized to appoint a Teller for such meeting.
The Teller may, but need not, be an officer, employee or agent of the
corporation. The Teller shall be responsible for tabulating or causing to be
tabulated shares voted at the meeting and reviewing or causing to be reviewed
all proxies. In tabulating votes, the Teller shall be entitled to rely in whole
or in part on tabulations and analyses made by personnel of the corporation, its
counsel, its transfer agent, its registrar or such other organizations that are
customarily employed to provide such services. The Teller shall be authorized to
determine the legality and sufficiency of all votes cast and proxies delivered
under the Articles of Organization, under these By-laws and under applicable
law. The presiding officer of the meeting may review all determinations made by
the Teller hereunder, and in doing so such presiding officer shall be entitled
to exercise his sole judgment and discretion and shall not be bound by any
determinations made by the Teller. All determinations by the Teller and, if
applicable, the presiding officer of the meeting shall be subject to further
review by any court of competent jurisdiction.
ARTICLE II
Directors
1. Powers. The business of the corporation shall be managed by a Board of
Directors who may exercise all the powers of the corporation except as otherwise
provided by law, by the Articles of Organization or by these By-laws. In the
event of a vacancy in the Board of Directors, the remaining Directors, except as
otherwise provided by law, may exercise the powers of the full Board until the
vacancy is filled.
2. Number, Election, Qualification and Term of Office. The Board of
Directors shall be composed of such number of members (which shall not be less
than three) as shall be fixed by the Board, by vote of a majority of the entire
Board, pursuant to Section 5 of this Article II; provided, however, that no
decrease in the number comprising the Board of Directors made pursuant to this
Section shall shorten the term of any incumbent directors. The Board of
Directors shall be divided into three classes, as nearly equal in number as
possible. The Directors need not be stockholders. At each annual meeting of
stockholders, the successors to the class of directors whose term expires at
that meeting shall be elected to hold office for a term continuing until the
annual meeting of stockholders held in the third year following the year of
their election and until their successors are duly elected and qualified or
until their earlier resignation, death or removal;
5
provided, that in the event of failure to hold such an annual meeting or to hold
such election at such meeting, the election of Directors may be held at any
special meeting of stockholders called for that purpose. Directors, except those
appointed by the Board of Directors to fill vacancies, shall be elected by a
plurality vote of the stockholders, voting by ballot either in person or by
proxy.
Any Director may resign by delivering a written resignation to the
corporation at its principal office or to the President, Clerk or Secretary,
Such resignation shall be effective upon receipt unless it is specified to be
effective at some other time or upon the happening of some other event.
3. Director Nominations. Nominations of candidates for election as
Directors at any annual meeting of stockholders or special meeting in lieu
thereof may be made (a) by; or at the direction of, a majority of the Board of
Directors, or (b) by any stockholder of record (both as of the time notice of
such nomination is given by the stockholder as set forth below and as of the
record date for the meeting in question) of any shares of the corporation's
capital stock outstanding and entitled to vote at such meeting who complies with
the procedures set forth in this Section 3. Any stockholder who seeks to make
such a nomination, or his representative, must be present in person at such
meeting. Only persons nominated in accordance with the procedures set forth in
this Section 3 shall be eligible for election as Directors at an annual meeting
or special meeting in lieu thereof of stockholders.
Nominations, other than those made by, or at the direction of, the Board of
Directors, shall be made pursuant to timely notice in writing to the Clerk of
the corporation as set forth in this Section 3. To be timely, a stockholder's
notice shall be delivered to, or mailed and received by, the Clerk at the
principal executive offices of the corporation (a) not less than 75 calendar
days nor more than 120 calendar days prior to the anniversary date of the
immediately preceding annual meeting of stockholders or special meeting in lieu
thereof (the "Anniversary Date") or (b) in the case of a special meeting of
stockholders or in the event that the annual meeting of stockholders is called
for a date (including any change in a date determined pursuant to Section 2 or 3
of Article 1) more than 75 days prior to the Anniversary Date, not later than
the close of business on (i) the 20th calendar day (or if that day is not a
business day for the corporation, on the next succeeding full business day)
following the earlier of (1) the date on which notice of the date of such
meeting was mailed to stockholders, or (2) the date on which. the date of such
meeting was publicly disclosed, or (ii) if such date of notice or public
disclosure occurs more than 75 calendar days prior to the scheduled date of such
meeting, the 75th calendar day prior
6
to such scheduled date of such meeting (or if that day is not a business day for
the corporation, on the next succeeding business day). Such stockholder's notice
shall set forth (a) as to each person whom the stockholder proposes to nominate
for election or re-election as a Director (i) the name, age, business address
and residence address of such person; (ii) the principal occupation or
employment of such person during the past five years; (iii) the class and number
of shares of the corporation's stock (if any) which are beneficially owned by
such person on the date of such stockholder notice, (iv) a description of any of
the following events that occurred within the last five years that is material
to the evaluation of the ability or integrity of such person: (1) any petition
under Federal bankruptcy laws or any state insolvency laws was filed by or
against such person, (2) such person was convicted in, or named the subject of,
any criminal proceeding (excluding traffic violations and other minor offenses),
(3) such person was found by any court of competent jurisdiction to have
violated any Federal or state securities law or Federal commodities law, which
judgment or finding has not been subsequently reversed, suspended or vacated, or
(4) such person was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated of any court of competent
jurisdiction or any Federal or state governmental or quasi-governmental agency,
authority or commission enjoining him or otherwise limiting him from engaging in
any type of business practice or in any activity in connection with the purchase
or sale of any security or commodity; and (v) the consent of each nominee to
serve as a Director if so elected; and (b) as to the stockholder giving the
notice (i) the name and address, as they appear on the corporation's stock
transfer books, of such stockholder and of the beneficial owners (if any) of the
stock registered in such stockholder's name and the name and address of other
stockholders known by such stockholder to be supporting such nominees; (ii) the
class and number of shares of the corporation's stock which are beneficially
owned by such stockholder and such beneficial owners (if any) on the date of
such stockholder notice and by any other stockholders known by such stockholder
to be supporting such nominees on the date of such stockholder notice; (iii) a
representation that the stockholder or his representative intends to appear in
person at the meeting to nominate the person or persons specified in the notice;
and (iv) a description of all arrangements or understandings between such
stockholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
such stockholder; provided, that nothing in subsection (a) or (b) of this
Section shall require the stockholder giving such notice to provide to the
corporation copies of such stockholder's preliminary or definitive proxy, proxy
statement, or other soliciting material filed with the Securities and Exchange
7
Commission. At the request of the-Board of Directors, any person nominated by,
or at the direction of, the Board of Directors for election as a Director shall
furnish to the Secretary or Clerk of the corporation that information required
to be set forth in a stockholder's notice of nomination which pertains to the
nominee.
No person shall be elected by the stockholders as a Director unless
nominated in accordance with the procedures set forth in this Section 3.
Election of Directors at an annual meeting of stockholders or special meeting in
lieu thereof need not be by written ballot, unless otherwise provided by the
Board of Directors or presiding officer at such meeting. If written ballots are
to be used, ballots bearing the names of all the persons who have been nominated
for election as Directors at such, meeting in accordance with the procedures set
forth in this Section 3 shall be provided for use at the meeting. The presiding
officer of any such meeting may, if the facts warrant, determine and declare to
such meeting that a nomination was not made in accordance with the procedures
set forth in this Section 3, and, if the presiding officer should so determine,
he or she shall so declare to such meeting and such nomination shall be
disregarded.
4. Vacancies. The Board of Directors may act notwithstanding a vacancy or
vacancies in its membership. If the office of any Director shall become vacant
by reason of an increase in size of the Board of Directors, or the death,
resignation, disqualification or removal of a Director or otherwise, such
vacancy or vacancies shall be filled solely by the affirmative vote of the
Directors then in office, even though less than a quorum. Any Director elected
in accordance with this Section 4 shall hold office for the remainder of the
full term of the class of Directors in which the vacancy occurred or the new
directorship was created and until his or her successor is chosen and qualified
or until his or her earlier resignation, death or removal.
5. Size of the Board. The number of members of the Board of Directors shall
be fixed only by the Board of Directors by a vote of the majority of the
Directors then in office.
6. Removal. Except as otherwise provided by the Articles of Organization, a
Director may be removed from office by vote of majority of the shares of stock
outstanding and entitled to vote in the election of Directors or by vote of a
majority of the entire number of Directors then in office, only for the
following reasons: (i) conviction of a felony; (ii) declaration of unsound mind
by order of court; (iii) gross dereliction of duty; (iv) commission of action
involving moral turpitude; or (v) commission of an action which constitutes
intentional
8
misconduct or a knowing violation of law, if such action in either event results
both in an improper substantial personal benefit to such Director and a material
injury to the corporation.
A Director may be removed only after reasonable notice and opportunity to
be heard before the body proposing removal.
7. Meetings. Regular meetings of the Board of Directors may be held without
notice at such time, date and place as the Board of Directors may from time to
time determine. A regular meeting of the Board of Directors may be held without
notice at the same place as the annual meeting of stockholders, or the special
meeting held in lieu thereof, following such meeting of stockholders.
Special meetings of the Board of Directors may be called, orally or in
writing, by the Chairman or Vice Chairman of the Board designating the time,
date and place thereof.
8. Notice of Meetings. Notice of the time, date and place of all special
meetings of the Board of Directors shall be given to each Director by the
Secretary, or if there be no Secretary, by the Clerk or Assistant Clerk, or in
case of the death, absence, incapacity or refusal of such persons, by the
officer or one of the Directors calling the meeting. Notice shall be given to
each Director in person or by telephone or by telegram sent to his business or
home address at least twenty-four hours in advance of the meeting, or by written
notice mailed to his business or home address at least forty-eight hours in
advance of the meeting. Notice need not be given to any Director if a written
waiver of notice, executed by him before or after the meeting, is filed with the
records of the meeting, or to any Director who attends the meeting without
protesting prior thereto or at its commencement the lack of notice to him. A
notice or waiver of notice of a meeting of the Board of Directors need not
specify the purposes of the meeting.
9. Quorum. At any meeting of the Board of Directors, a majority of the
Directors then in office shall constitute a quorum. Less than a quorum may
adjourn any meeting from time to time and the meeting may be held as adjourned
without further notice.
10. Action at Meeting. At any meeting of the Board of Directors at which a
quorum is present, a majority of the Directors present may take any action on
behalf of the Board of Directors, unless a larger number is required by law, by
the Articles of Organization or by these By-laws.
9
11. Action by Consent. Any action to 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 of the Board of Directors.
12. Committees. The Board of Directors, by vote of a majority of the
Directors then in office, may elect from its number an Executive Committee or
other committees and may delegate thereto some or all of its powers except those
which by law, by the Articles of Organization, or by these By-laws may not be
delegated. Except as the Board of Directors may otherwise determine, any such
committee may make rules for the conduct of its business, but unless otherwise
provided by the Board of Directors or in such rules, its business shall be
conducted so far as possible in the same manner as is provided by. these By-laws
for the Board of Directors. All members of such committees shall hold such
offices at the pleasure of the Board of Directors. The Board of Directors may
abolish any such committee at any time. Any committee to which the Board of
Directors delegates any of its powers or duties shall keep records of its
meetings and shall report its action to the Board of Directors. The Board of
Directors shall have power to rescind any action of any committee, but no such
rescission shall have retroactive effect.
ARTICLE III
Officers
1. Enumeration. The officers of the corporation shall consist of a Chairman
of the Board, a Vice Chairman of the Board, a President, a Treasurer, a Clerk,
and such other officers, including one or more Vice Presidents, Assistant
Treasurers, Assistant Clerks or a Secretary, as the Board of Directors may
determine.
2. Election. The Chairman of the Board, Vice Chairman of the Board,
President, Treasurer and Clerk shall be elected annually by the Board of
Directors at their first meeting following the annual meeting of stockholders.
other officers may be chosen by the Board of Directors at such meeting or at any
other meeting.
3. Qualification. The Chairman of the Board and the Vice Chairman of the
Board shall be elected from the Board of Directors, but no other officer need be
a stockholder or Director. Any two or more offices may be held by any person.
The Clerk shall be a resident of Massachusetts unless the
10
corporation has a resident agent appointed for the purpose of service of
process. Any officer may be required by the Board of Directors to give bond for
the faithful performance of his duties in such amount and with such sureties as
the Board of Directors may determine.
4. Tenure. Except as otherwise provided by law, by the Articles of
Organization or by these By-laws, the Chairman of the Board, Vice Chairman of
the Board, President, Treasurer and Clerk shall hold office until the first
meeting of the Board of Directors following the next annual meeting of
stockholders and until their respective successors are chosen and qualified; and
all other officers shall hold office until the first meeting of the Board of
Directors following the next annual meeting of stockholders and until their
successors are chosen and qualified, or for such shorter term as the Board of
Directors may fix at the time such officers are chosen. Any officer may resign
by delivering his written resignation to the corporation at its principal office
or to the Chairman of the Board, Vice Chairman of the Board, President, Clerk or
secretary, and such resignation shall be effective upon receipt unless it is
specified to be effective at some other time or upon the happening of some other
event.
5. Removal. The Board of Directors may remove any officer with or without
cause by a vote of a majority of the entire number of Directors then in office;
provided, that an officer may be removed for cause only after reasonable notice
and opportunity to be heard by the Board of Directors.
6. Vacancies. Any vacancy in any office may be filled for the unexpired
portion of the term by the Board of Directors.
7. Chairman of the Board, Vice Chairman of the Board, President and Vice
Presidents. Except as otherwise determined by the Board of Directors, the
Chairman of the Board shall he the chief executive officer of the corporation
and shall, subject to the direction of the Board of Directors, have general
supervision and control of its business. Unless otherwise provided by the Board
of Directors he shall preside, when present, at all meetings of stockholders and
of the Board of Directors.
The Vice Chairman of the Board, President, and any vice President shall
have such powers and shall perform such duties as the Board of Directors may
from time to time designate.
8. Treasurer and Assistant Treasurers. The Treasurer shall, subject to the
direction of the Board of Directors, have general charge of the financial
affairs of the corporation and shall cause to be kept accurate books of account.
He shall
11
have custody of all funds, securities, and valuable documents of the
corporation, except as the Board of Directors may otherwise provide.
Any Assistant Treasurer shall have such powers and perform such duties as
the Board of Directors may from time to time designate.
9. Clerk and Assistant Clerks. The Clerk shall keep a record of the
meetings of stockholders. In case a Secretary is not elected or is absent, the
Clerk or an Assistant Clerk shall keep a record of the meetings of the Board of
Directors. In the absence of the Clerk from any meeting of stockholders, an
Assistant Clerk if one be elected, otherwise a Temporary Clerk designated by the
person presiding at the meeting, shall perform the duties of the Clerk.
10. Secretary. The Secretary, if one be elected, shall keep a record of the
meetings of the Board of Directors. In the absence of the Secretary, the Clerk
and any Assistant Clerk, a Temporary Secretary shall be designated by the person
presiding at such meeting to perform the duties of the Secretary.
11. Other Powers and Duties. Subject to these By-laws, each officer of the
corporation shall have in addition to the duties and powers specifically set
forth in these By-laws, such duties and powers as are customarily incident to
his office, and such duties and powers as may be designated from time to time by
the Board of Directors.
ARTICLE IV
Capital Stock
1. Certificates of Stock. Each stockholder shall be entitled to a
certificate of the capital stock of the corporation in such form as may from
time to time be prescribed by the Board of Directors. Such certificate shall be
signed by the President or a Vice President and by the Treasurer or an Assistant
Treasurer. Such signatures may be facsimile if the certificate is signed by a
transfer agent, or by a registrar, other than a Director, officer or employee of
the corporation. In case any officer who has signed or whose facsimile signature
has been placed on 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 he were such officer at the time of its issue. Every certificate
for shares of stock which are subject to any restriction on
12
transfer and every certificate issued when the corporation is authorized to
issue more than one class or series of stock shall contain such legend with
respect thereto as is required by law.
2. Transfers. Subject to any restrictions on transfer, shares of stock may
be transferred on the books of the corporation by the surrender to the
corporation or its transfer agent of the certificate therefor properly endorsed
or accompanied by a written assignment and power of attorney properly executed,
with transfer stamps (if necessary) affixed, and with such proof of the
authenticity of signature as the corporation or its transfer agent may
reasonably require.
3. Record Holders. Except as may be otherwise required by law, by the
Articles of organization or by these By-laws, the corporation shall be entitled
to treat the record holder of stock as shown on its books as the owner of such
stock for all purposes, including the payment of dividends and the right to vote
with respect thereto, regardless of any transfer, pledge or other disposition of
such stock, until the shares have been transferred on the books of the
corporation in accordance with the requirements of these By-laws.
It shall be the duty of each stockholder to notify the corporation of his
post office address.
4. Record Date. The Board of Directors may fix in advance a time of not
more than sixty calendar 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 last day on which the consent or dissent of stockholders
may be effectively expressed for any purpose, as the record date for determining
the stockholders having the right to notice of and to vote at such meeting, and
any adjournment thereof, or the right to receive such dividend or distribution
or the right to give such consent or dissent. In such case only stockholders of
record on such record date shall have such right, notwithstanding any transfer
of stock on the books of the corporation after the record date. Without fixing
such record date the Board of Directors may for any of such purposes close the
transfer books for all or any part of such period.
If no record date is fixed and the transfer books are not closed, (a) the
record date for determining stockholders having the right to notice of or to
vote at a meeting of stockholders shall be at the close of business on the day
next preceding the day on which notice is given, and (b) the record date for
determining stockholders for any other purpose shall be at the
13
close of business on the day on which the Board of Directors acts with respect
thereto.
5. Replacement of Certificates. In case of the alleged loss, destruction or
mutilation of a certificate of stock, a duplicate certificate may be issued in
place thereof, upon such terms as the Board of Directors may prescribe.
6. Issuance of Capital Stock. The Board of Directors shall have the
authority to issue or reserve for issue from time to time the whole or any part
of the capital stock of the corporation which may be authorized from time to
time, to such persons or organizations, for such consideration, whether cash,
property, services or expenses, and on such terms as the Board of Directors may
determine, including without limitation the granting of options, warrants, or
conversion or other rights to subscribe to said capital stock.
7. Redemption of Control Acquisition Shares. Pursuant to Section 6 of
Chapter 110D of the Massachusetts General Laws, the Corporation, at its option
but without the agreement of a person who has made a "control share acquisition"
of the Corporation (as defined in said Chapter), may redeem all but not less
than all shares of the Corporation acquired in such control share acquisition.
ARTICLE V
Miscellaneous Provisions
1. Fiscal Year. Except as otherwise determined by the Board of Directors,
the fiscal year of the corporation shall be the twelve months ending the last
Saturday in August.
2. Seal. The Board of Directors shall have power to adopt and alter the
seal of the corporation.
3. Execution of Instruments. All deeds, leases, transfers, contracts,
bonds, notes and other obligations to be entered into by the corporation in the
ordinary course of its business without Director action, may be executed on
behalf of the corporation by the President or the Treasurer.
4. Voting of Securities. Unless otherwise provided by the Board of
Directors, the President or Treasurer may waive notice of and act on behalf of
this corporation, or appoint another person or persons to act as proxy or
attorney in fact for this corporation with or without discretionary power and/or
power of substitution, at any meeting of stockholders or
14
shareholders of any other corporation or organization, any of whose securities
are held by this corporation.
5. Resident Agent. The Board of Directors may appoint a resident agent upon
whom legal process may be served in any action or proceeding against the
corporation. Said resident agent shall be either an individual who is a resident
of and has a business address in Massachusetts, a corporation organized under
the laws of Massachusetts, or a corporation organized under the laws of any
other state of the United States, which has qualified to do business in, and has
an office in, Massachusetts.
6. Corporate Records. The original, or attested copies, of the Articles of
Organization, By-laws and records of all meetings of the 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 Massachusetts at the principal office of the corporation, or at
an office of its transfer agent, Clerk or resident agent, and shall be open at
all reasonable times to the inspection of any stockholder for any proper
purpose, but not to secure a list of stockholders for the purpose of selling
said list 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.
7. Articles Of Organization. All references in these By-laws to the
Articles of Organization shall be deemed to refer to the Restated Articles of
organization of the corporation, as restated or amended and in effect from time
to time.
8. Amendments. The power to make, amend or repeal By-laws shall be in the
stockholders, provided, however, that the Directors may make, amend or repeal
the By-laws (other than this Section 8) in whole or in part, except with respect
to any provisions thereof which by law, the Articles of Organization or these
By-laws requires action by the stockholders. Not later than the time of giving
notice of the meeting of stockholders next following the making, amending or
repealing by the Directors of any By-law, notice thereof stating the substance
of such change shall be given to all stockholders entitled to vote on amending
the By-laws. Any amendment or repeal of these By-laws by the Directors and any
By-law adopted by the Directors may be amended or repealed by the stockholders.
15