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Exhibit 3.2
AMENDED BY-LAWS
OF
THE TIMBERLAND COMPANY
Section 1. LAW, CERTIFICATE OF INCORPORATION AND BY-LAWS
1.1. These By-Laws are subject to the
certificate of incorporation of the corporation. In
these By-Laws, references to law, the certificate of
incorporation and By-Laws mean the law, the provisions
of the certificate of incorporation and the By-Laws as
from time to time in effect.
Section 2. STOCKHOLDERS
2.1. Annual Meeting. The annual meeting of
stockholders shall be held at 2:00 p.m. on the third
Thursday in May in each year, unless that day be a
legal holiday at the place where the meeting is to be
held, in which case the meeting shall be held at the
same hour on the next succeeding day not a legal
holiday, or at such other date and time as shall be
designated from time to time by the board of directors
and stated in the notice of the meeting, at which they
shall elect a board of directors and transact such
other business as may be required by law or these
By-Laws or as may properly come before the meeting.
2.2. Special Meeting in Place of Annual
Meeting. If the election for directors shall not be
held on the day designated by these By-Laws, the
directors shall cause the election to be held as soon
thereafter as convenient, and to that end, if the
annual meeting is omitted on the day herein provided
therefor or if the election of directors shall not be
held thereat, a special meeting of the stockholders may
be held in place of such omitted meeting or election,
and any business transacted or election held at such
special meeting shall have the same effect as if
transacted or held at the annual meeting, and in such
case all references in these By-Laws to the annual
meeting of the stockholders, or to the annual election
of directors, shall be deemed to refer to or include
such special meeting. Any such special meeting shall
be called, and the purposes thereof shall be specified
in the call, as provided in Section 2.3.
2.3. Special Meetings. A special meeting of
the stockholders may be called at any time by the
chairman of the board, if any, the president or by the
board of directors. A special meeting of the
stockholders shall be called by the secretary, or in
the case of the death, absence, incapacity or refusal
of the secretary, by an assistant secretary or some
other officer, upon application of a majority of the
directors or one
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or more stockholders who are entitled
to vote and who hold capital stock having the power to
cast at least 10% of all votes able to be cast by the
holders of all capital stock issued and outstanding.
Any such application shall state the purpose or
purposes of the proposed meeting. Any such call shall
state the place, date, hour, and purposes of the
meeting.
2.4. Place of Meeting. All meetings of the
stockholders for the election of directors or for any
other purpose shall be held at such place within or
without the State of Delaware as may be determined from
time to time by the chairman of the board, if any, the
president or the board of directors. Any adjourned
session of any meeting of the stockholders shall be
held at the place designated in the vote of
adjournment.
2.5. Notice of Meetings. Except as otherwise
provided by law, a written notice of each meeting of
stockholders stating the place, day and hour thereof
and, in the case of a special meeting, the purposes for
which the meeting is called, shall be given not less
than ten nor more than sixty days before the meeting,
to each stockholder entitled to vote thereat, and to
each stockholder who, by law, by the certificate of
incorporation or by these By-Laws, is entitled to
notice, by leaving such notice with him or at his
residence or usual place of business, or by depositing
it in the United States mail, postage prepaid, and
addressed to such stockholder at his address as it
appears in the records of the corporation. Such notice
shall be given by the secretary, or by an officer or
person designated by the board of directors, or in the
case of a special meeting by the officer calling the
meeting. As to any adjourned session of any meeting of
stockholders, notice of the adjourned meeting need not
be given if the time and place thereof are announced at
the meeting at which the adjournment was taken except
that if the adjournment is for more than thirty days or
if after the adjournment a new record date is set for
the adjourned session, notice of any such adjourned
session of the meeting shall be given in the manner
heretofore described. No notice of any meeting of
stockholders or any adjourned session thereof need be
given to a stockholder if a written waiver of notice,
executed before or after the meeting or such adjourned
session by such stockholder, is filed with the records
of the meeting or if the stockholder attends such
meeting without objecting at the beginning of the
meeting to the transaction of any business because the
meeting is not lawfully called or convened. Neither
the business to be transacted at, nor the purpose of,
any meeting of the stockholders or any adjourned
session thereof need be specified in any written waiver
of notice.
2.6. Quorum of Stockholders. At any meeting
of the stockholders, whether the same be an original or
an adjourned
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session, a quorum shall consist of a
majority of the voting power of all stock issued and
outstanding and entitled to vote at the meeting, except
in any case where a larger quorum is required by law,
by the certificate of incorporation or by these
By-Laws. Any meeting may be adjourned from time to
time by a majority of the votes properly cast upon the
question, whether or not a quorum is present.
2.7. Action by Vote. When a quorum is present
at any meeting, whether the same be an original or an
adjourned session, a plurality of the votes properly
cast for election to any office shall elect to such
office and a majority of the votes properly cast upon
any question other than an election to an office shall
decide the question, except when a larger vote is
required by law, by the certificate of incorporation or
by these By-Laws. No ballot shall be required for any
election unless requested by a stockholder present or
represented at the meeting and entitled to vote in the
election.
2.8. Action without Meetings. Unless
otherwise provided in the certificate of incorporation,
any action required or permitted to be taken by
stockholders for or in connection with any corporate
action may be taken without a meeting, without prior
notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by
the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted.
If action is taken by unanimous consent of
stockholders, the writing or writings comprising such
unanimous consent shall be filed with the records of
the meetings of stockholders.
If action is taken by less than unanimous consent
of stockholders and in accordance with the foregoing,
there shall be filed with the records of the meetings
of stockholders the writing or writings comprising such
less than unanimous consent and a certificate signed
and attested to by the secretary that prompt notice was
given to all stockholders of the taking of such action
without a meeting and by less than unanimous written
consent.
In the event that the action which is consented to
is such as would have required the filing of a
certificate under any of the provisions of the General
Corporation Law of Delaware, if such action had been
voted upon by the stockholders at a meeting thereof,
the certificate filed under such provision shall state
that written consent has been given under Section 228
of said General Corporation Law, in lieu of stating
that the stockholders
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have voted upon the corporate
action in question, if such last mentioned statement is
required thereby.
2.9. Proxy Representation. Every stockholder
may authorize another person or persons to act for him
by proxy in all matters in which a stockholder is
entitled to participate, whether by waiving notice of
any meeting, objecting to or voting or participating at
a meeting, or expressing consent or dissent without a
meeting. Every proxy must be signed by the stockholder
or by his attorney-in-fact. No proxy shall be voted or
acted upon after three years from its date unless such
proxy provides for a longer period. A duly executed
proxy shall be irrevocable if it states that it is
irrevocable and, if, and only as long as, it is coupled
with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable
regardless of whether the interest with which it is
coupled is an interest in the stock itself or an
interest in the corporation generally. The
authorization of a proxy may but need not be limited to
specified action, provided, however, that if a proxy
limits its authorization to a meeting or meetings of
stockholders, unless otherwise specifically provided
such proxy shall entitle the holder thereof to vote at
any adjourned session but shall not be valid after the
final adjournment thereof.
2.10. Inspectors. The directors or the person
presiding at the meeting may, but need not, appoint one
or more inspectors of election and any substitute
inspectors to act at the meeting or any adjournment
thereof. Each inspector, before entering upon the
discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector at such
meeting with strict impartiality and according to the
best of his ability. The inspectors, if any, shall
determine the number of shares of stock outstanding and
the voting power of each, the shares of stock
represented at the meeting, the existence of a quorum,
the validity and effect of proxies, and shall receive
votes, ballots or consents, hear and determine all
challenges and questions arising in connection with the
right to vote, count and tabulate all votes, ballots or
consents, determine the result, and do such acts as are
proper to conduct the election or vote with fairness to
all stockholders. On request of the person presiding
at the meeting, the inspectors shall make a report in
writing of any challenge, question or matter determined
by them and execute a certificate of any fact found by
them.
2.11. List of Stockholders. The secretary
shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the
stockholders entitled to vote at such meeting, arranged
in alphabetical order and showing the address of each
stockholder and the number of shares registered in his
name. The stock ledger shall be the only evidence as
to who are
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stockholders entitled to examine such list
or to vote in person or by proxy at such meeting.
Section 3. Board of Directors
3.1. Number. The number of directors which
shall constitute the whole board shall be not less than
one nor more than fifteen. The first board shall
consist of one director. Thereafter, within the
foregoing limits, the stockholders at the annual
meeting shall determine the number of directors and
shall elect the number of directors as determined.
Within the foregoing limits, the number of directors
may be increased at any time or from time to time by
the stockholders or by the directors by vote of a
majority of the directors then in office. The number
of directors may be decreased to any number permitted
by the foregoing at any time either by the stockholders
or by the directors by vote of a majority of the
directors then in office, but only to eliminate
vacancies existing by reason of the death, resignation
or removal of one or more directors. Directors need
not be stockholders.
3.2. Tenure. Except as otherwise provided by
law, by the certificate of incorporation or by these
By-Laws, each director shall hold office until the next
annual meeting and until his successor is elected and
qualified, or until he sooner dies, resigns, is removed
or becomes disqualified.
3.3. Powers. The business of the corporation
shall be managed by or under the direction of the board
of directors who shall have and may exercise all the
powers of the corporation and do all such lawful acts
and things as are not by law, the certificate of
incorporation or these By-Laws directed or required to
be exercised or done by the stockholders.
3.4. Vacancies. Vacancies and any newly
created directorships resulting from any increase in
the number of directors may be filled by vote of the
stockholders at a meeting called for the purpose, or by
a majority of the directors then in office, although
less than a quorum, or by a sole remaining director.
When one or more directors shall resign from the board,
effective at a future date, a majority of the directors
then in office, including those who have resigned,
shall have power to fill such vacancy or vacancies, the
vote or action by writing thereon to take effect when
such resignation or resignations shall become
effective. The directors shall have and may exercise
all their powers notwithstanding the existence of one
or more vacancies in their number, subject to any
requirements of law or of the certificate of
incorporation or of these By-Laws as to the number of
directors required for a quorum or for any vote or
other actions.
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3.5. Committees. The board of directors may,
by vote of a majority of the whole board, (a)
designate, change the membership of or terminate the
existence of any committee or committees, each
committee to consist of one or more of the directors;
(b) designate 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; and (c) determine the extent to which each
such committee shall have and may exercise the powers
of the board of directors in the management of the
business and affairs of the corporation, including the
power to authorize the seal of the corporation to be
affixed to all papers which require it and the power
and authority to declare dividends or to authorize the
issuance of stock; excepting, however, such powers
which by law, by the certificate of incorporation or by
these By-Laws they are prohibited from so delegating.
In the absence or disqualification of any member of
such committee and his alternate, if any, the member or
members thereof present at any meeting and not
disqualified from voting, whether or not constituting a
quorum, may unanimously appoint another member of the
board of directors to act at the meeting in the place
of any such absent or disqualified member. Except as
the board of directors may otherwise determine, any
committee may make rules for the conduct of its
business, but unless otherwise provided by the board or
such rules, its business shall be conducted as nearly
as may be in the same manner as is provided by these
By-Laws for the conduct of business by the board of
directors. Each committee shall keep regular minutes
of its meetings and report the same to the board of
directors upon request.
3.6. Regular Meetings. Regular meetings of
the board of directors may be held without call or
notice at such places within or without the State of
Delaware and at such times as the board may from time
to time determine, provided that notice of the first
regular meeting following any such determination shall
be given to absent directors. A regular meeting of the
directors may be held without call or notice
immediately after and at the same place as the annual
meeting of stockholders.
3.7. Special Meetings. Special meetings of
the board of directors may be held at any time and at
any place within or without the State of Delaware
designated in the notice of the meeting, when called by
the chairman of the board, if any, the president, or by
one-third or more in number of the directors,
reasonable notice thereof being given to each director
by the secretary or by the chairman of the board, if
any, the president or any one of the directors calling
the meeting.
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3.8. Notice. It shall be reasonable and
sufficient notice to a director to send notice by mail
at least forty-eight hours or by telegram at least
twenty-four hours before the meeting addressed to him
at his usual or last known business or residence
address or to give notice to him in person or by
telephone at least twenty-four hours before the
meeting. Notice of a meeting 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. Neither notice
of a meeting nor a waiver of a notice need specify the
purposes of the meeting.
3.9. Quorum. Except as may be otherwise
provided by law, by the certificate of incorporation or
by these By-Laws, at any meeting of the directors a
majority of the directors then in office shall
constitute a quorum; a quorum shall not in any case be
less than one-third of the total number of directors
constituting the whole board. Any meeting may be
adjourned from time to time by a majority of the votes
cast upon the question, whether or not a quorum is
present, and the meeting may be held as adjourned
without further notice.
3.10. Action by Vote. Except as may be
otherwise provided by law, by the certificate of
incorporation or by these By-Laws, when a quorum is
present at any meeting the vote of a majority of the
directors present shall be the act of the board of
directors.
3.11. Action Without a Meeting. Any action
required or permitted to be taken at any meeting of the
board of directors or a committee thereof may be taken
without a meeting if all the members of the board or of
such committee, as the case may be, consent thereto in
writing, and such writing or writings are filed with
the records of the meetings of the board or of such
committee. Such consent shall be treated for all
purposes as the act of the board or of such committee,
as the case may be.
3.12. Participation in Meetings by Conference
Telephone. Members of the board of directors, or any
committee designated by such board, may participate in
a meeting of such board or committee by means of
conference telephone or similar communications
equipment by means of which all persons participating
in the meeting can hear each other or by any other
means permitted by law. Such participation shall
constitute presence in person at such meeting.
3.13. Compensation. In the discretion of the
board of directors, each director may be paid such fees
for his services
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as director and be reimbursed for his
reasonable expenses incurred in the performance of his
duties as director as the board of directors from time
to time may determine. Nothing contained in this
section shall be construed to preclude any director
from serving the corporation in any other capacity and
receiving reasonable compensation therefor.
3.14. Indemnification. The corporation shall
indemnify each person who is an existing, former or
prospective director, officer or fiduciary of: (a) this
corporation; or (b) another organization (provided he
serves such other organization in such capacity at the
behest of this corporation) against expenses (including
attorneys' fees and expenses), judgments, fines,
penalties and amounts paid in settlement in connection
with defending, investigating, preparing to defend or
being or preparing to be a witness in any threatened,
pending or completed action, suit, proceeding or claim
(whether civil, criminal, administrative or
investigative), to the maximum extent permitted from
time to time under Delaware law. The foregoing right
of indemnification shall be in addition to any rights
or which any such director, officer or fiduciary may
otherwise be entitled and shall inure to the benefit of
the heirs and legal representatives of such director,
officer or fiduciary. The corporation may, subject to
the approval of the board of directors, pay the
expenses incurred by such director, officer or
fiduciary in defending a civil or criminal action, suit
or proceeding in advance of the final disposition of
such action, suit, or proceeding, upon receipt of an
undertaking by the person indemnified to repay such
payment if he shall be adjudicated to be not entitled
to indemnification as provided herein.
3.15. Interested Directors and Officers.
(a) No contract or transaction between
the corporation and one or more of its directors or
officers, or between the corporation and any other
corporation, partnership, association, or other
organization in which one or more of the corporation's
directors or officers are directors or officers, or
have a financial interest, shall be void or voidable
solely for this reason, or solely because the director
or officer is present at or participates in the meeting
of the board or committee thereof which authorizes the
contract or transaction, or solely because his or their
votes are counted for such purpose, if:
(1) The material facts as to his
relationship or interest and as to the contract or
transaction are disclosed or are known to the board of
directors or the committee, and the board or committee
in good faith authorizes the contract or transaction by
the affirmative votes of a majority of the
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disinterested directors, even though the disinterested
directors be less than a quorum; or
(2) The material facts as to his
relationship or interest and as to the contract or
transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract
or transaction is specifically approved in good faith
by vote of the stockholders; or
(3) The contract or transaction is
fair as to the corporation as of the time it is
authorized, approved or ratified, by the board of
directors, a committee thereof, or the stockholders.
(b) Common or interested directors may
be counted in determining the presence of a quorum at a
meeting of the board of directors or of a committee
which authorizes the contract or transaction.
Section 4. OFFICERS AND AGENTS
4.1. Enumeration; Qualification. The officers
of the corporation shall be a president, a treasurer, a
secretary and such other officers, if any, as the board
of directors from time to time may in its discretion
elect or appoint including without limitation a
chairman of the board, one or more vice presidents and
a controller. The corporation may also have such
agents, if any, as the board of directors from time to
time may in its discretion choose. Any officer may be
but none need be a director or stockholder. Any two or
more offices may be held by the same person. Any
officer may be required by the board of directors to
secure the faithful performance of his duties to the
corporation by giving bond in such amount and with
sureties or otherwise as the board of directors may
determine.
4.2. Powers. Subject to law, to the
certificate of incorporation and to the other
provisions of these By-Laws, each officer shall have,
in addition to the duties and powers herein set forth,
such duties and powers as are commonly incident to his
office and such additional duties and powers as the
board of directors may from time to time designate.
4.3. Election. The officers may be elected by
the board of directors at their first meeting following
the annual meeting of the stockholders or at any other
time. At any time or from time to time the directors
may delegate to any officer their power to elect or
appoint any other officer or any agents.
4.4. Tenure. Each officer shall hold office
until the first meeting of the board of directors
following the next annual
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meeting of the stockholders
and until his respective successor is chosen and
qualified unless a shorter period shall have been
specified by the terms of his election or appointment,
or in each case until he sooner dies, resigns, is
removed or becomes disqualified. Each agent shall
retain his authority at the pleasure of the directors,
or the officer by whom he was appointed or by the
officer who then holds agent appointive power.
4.5. Chairman of the Board of Directors,
President and Vice President. The chairman of the
board, if any, shall have such duties and powers as
shall be designated from time to time by the board of
directors. If there is a chairman of the board, he
shall preside at all meetings of the stockholders and
of the board of directors at which he is present,
except as otherwise voted by the board of directors.
If there is no chairman of the board or in the absence
of the chairman of the board, the president shall
preside at all meetings of the stockholders and of the
board of directors at which he is present, except as
otherwise voted by the board of directors.
Unless the board of directors otherwise specifies,
the president shall be the chief executive officer and
shall have direct charge of all business operations of
the corporation and, subject to the control of the
directors, shall have general supervision over the
entire business of the corporation.
Any vice president or senior vice president shall
have such duties and powers as shall be set forth in
these By-Laws and shall have such other duties as may
be designated from time to time by the board of
directors or by the president. The vice president or
the senior vice president who is principally
responsible for the financial matters of the
corporation shall be designated by the board of
directors as the chief financial officer of the
corporation.
4.6. Treasurer and Assistant Treasurers. The
treasurer shall be in charge of the corporation's funds
and valuable papers, and shall have such other duties
and powers as shall be designated from time to time by
the board of directors or by the president.
Any assistant treasurers shall have such duties
and powers as shall be designated from time to time by
the board of directors, the president or the treasurer.
4.7. Controller and Assistant Controllers. If
a controller is elected, he shall be in charge of its
books of account and accounting records, and of its
accounting procedures. He shall have such other duties
and powers as may be designated
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from time to time by
the board of directors, the president or the treasurer.
The vice president of finance or the corporate
controller shall be appointed as chief accounting
officer of the corporation as designated by the board
of directors.
Any assistant controller shall have such duties
and powers as shall be designated from time to time by
the board of directors, the president, the treasurer or
the controller.
4.8. Secretary and Assistant Secretaries. The
secretary shall record all proceedings of the
stockholders, of the board of directors and of
committees of the board of directors in a book or
series of books to be kept therefor and shall file
therein all actions by written consent of stockholders
or directors. In the absence of the secretary from any
meeting, as assistant secretary, or if there be none or
he is absent, a temporary secretary chosen at the
meeting, shall record the proceedings thereof. Unless
a transfer agent has been appointed, the secretary
shall keep or cause to be kept the stock and transfer
records of the corporation, which shall contain the
names and record addresses of all stockholders and the
number of shares registered in the name of each
stockholder. He shall have such other duties and
powers as may from time to time be designated by the
board of directors or the president.
Any assistant secretaries shall have such duties
and powers as shall be designated from time to time by
the board of directors, the president or the secretary.
Section 5. RESIGNATIONS AND REMOVALS
5.1. Any director or officer may resign at any
time by delivering his resignation in writing to the
chairman of the board, if any, the president, or the
secretary or to a meeting of the board of directors.
Such resignation shall be effective upon receipt unless
specified to be effective at some other time, and
without in either case the necessity of its being
accepted unless the resignation shall so state. A
director (including persons elected by directors to
fill vacancies in the board) may be removed from office
with or without cause by the vote of the holders of
share having a majority of the voting power of the
shares issued and outstanding and entitled to vote in
the election of directors. The board of directors may
at any time remove any officer either with or without
cause. The board of directors may at any time
terminate or modify the authority of any agent. No
director or officer resigning and (except where a right
to receive compensation shall be expressly provided in
a duly authorized written agreement with the
corporation) no director or officer removed shall have
any right to any compensation as such director or
officer for any period following
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his resignation or
removal, or any right to damages on account of such
removal, whether his compensation be by the month or by
the year or otherwise; unless, in the case of a
resignation, the directors, or, in the case of removal,
the body acting on the removal, shall in their or its
discretion provide for compensation.
Section 6. VACANCIES
6.1. If the office of the president or the
treasurer or the secretary becomes vacant, the
directors may elect a successor by vote of a majority
of the directors then in office. If the office of any
other officer becomes vacant, any person or body
empowered to elect or appoint that officer may choose a
successor. Each such successor shall hold office for
the unexpired term, and in the case of the president,
the treasurer and the secretary until his successor is
chosen and qualified or in each case until he sooner
dies, resigns, is removed or becomes disqualified. Any
vacancy of a directorship shall be filled as specified
in Section 3.4 of these By-Laws.
Section 7. CAPITAL STOCK
7.1. Stock Certificates. Each stockholder
shall be entitled to a certificate stating the number
and the class and the designation of the series, if
any, of the shares held by him, in such form as shall,
in conformity to law, the certificate of incorporation
and the By-Laws, be prescribed from time to time by the
board of directors. Such certificate shall be signed
by the chairman or vice chairman of the board, if any,
or the president or a vice president and by the
treasurer or an assistant treasurer or by the secretary
or an assistant secretary. Any of or all the
signatures on the certificate may be a facsimile. In
case an officer, transfer agent, or registrar who has
signed or whose facsimile signature has been placed on
such certificate shall have ceased to be such officer,
transfer agent, or registrar before such certificate is
issued, it may be used by the corporation with the same
effect as if he were such officer, transfer agent, or
registrar at the time of its issue.
7.2. Loss of Certificates. In the case of the
alleged theft, loss, destruction or mutilation of a
certificate of stock, a duplicate certificate may be
issued in place thereof, upon such terms, including
receipt of a bond sufficient to indemnify the
corporation against any claim on account thereof, as
the board of directors may prescribe.
Section 8. TRANSFER OF SHARES OF STOCK
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8.1. Transfer on Books. Subject to the
restrictions, if any, (i) stated in the certificate of
incorporation or (ii) stated or noted on the stock
certificate, 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 necessary transfer stamps affixed, and with such
proof of the authenticity of signature as the board of
directors or the transfer agent of the corporation may
reasonably require. Except as may be otherwise
required by law, by the certificate of incorporation 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 receive
notice and to vote or to give any consent with respect
thereto and to be held liable for such calls and
assessments, if any, as may lawfully be made thereon,
regardless of any transfer, pledge or other disposition
of such stock until the shares have been properly
transferred on the books of the corporation.
It shall be the duty of each stockholder to notify
the corporation of his post office address.
8.2. Record Date and Closing Transfer Books.
In order that the corporation may determine the
stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or
to express consent to corporate action in writing
without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect
of any change, conversion or exchange of stock or for
the purpose of any other lawful action, the board of
directors may fix, in advance, a record date, which
shall not be more than sixty nor less than ten days (or
such longer period as may be required by law) before
the date of such meeting, nor more than sixty days
prior to any other action.
If no record date is fixed
(a) The record date for determining stockholders
entitled 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,
or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is
held.
(b) The record date for determining stockholders
entitled to express consent to corporate action in
writing without a meeting,
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when no prior action by the
board of directors is necessary, shall be the day on
which the first written consent is expressed.
(c) The record date for determining stockholders
for any other purpose shall be at the close of business
on the day on which the board of directors adopts the
resolution relating thereto.
A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders
shall apply to any adjournment of the meeting;
provided, however, that the board of directors may fix
a new record date for the adjourned meeting.
Section 9. CORPORATE SEAL
9.1. Subject to alteration by the directors,
the seal of the corporation shall consist of a
flat-faced circular die with the word "Delaware" and
the name of the corporation cut or engraved thereon,
together with such other words, dates or images as may
be approved from time to time by the directors.
Section 10. EXECUTION OF PAPERS
10.1. Except as the board of directors may
generally or in particular cases authorize the
execution thereof in some other manner, all deeds,
leases, transfers, contracts, bonds, notes, checks,
drafts or other obligations made, accepted or endorsed
by the corporation shall be signed by the chairman of
the board, if any, the president, a vice president or
the treasurer.
Section 11. FISCAL YEAR
11.1. The fiscal year of the corporation shall
end on December 31 of each year.
Section 12. AMENDMENTS
12.1. These By-Laws may be adopted, amended or
repealed by vote of a majority of the directors then in
office or by vote of the holders of shares having a
majority of the voting power of the shares outstanding
and entitled to vote. Any by-law, whether adopted,
amended or repealed by the stockholders or directors,
may be amended or reinstated by the stockholders or the
directors.