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EXHIBIT 3.2
ANALOG DEVICES, INC.
BY-LAWS
ARTICLE I- STOCKHOLDERS
1. PLACE OF MEETINGS. All meetings of stockholders shall be held
within Massachusetts unless the Articles of Organization permit the holding of
stockholder meetings outside Massachusetts, in which event such meetings may be
held either within or without Massachusetts. Meetings of stockholders shall be
held at the principal office of the corporation unless a different place is
fixed by the Directors or the President and stated in the notice of the meeting.
2. ANNUAL MEETINGS. The annual meeting of stockholders shall be
held on such date, within six months after the end of the fiscal year of the
corporation, and at such hour and place as shall be fixed by the Board of
Directors of the corporation. The purposes for which the 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 President.
3. SPECIAL MEETINGS. Special meetings of stockholders may be called
by the President or by the Board of Directors. In addition, upon written
application of one or more stockholders who are entitled to vote and who hold at
least the Required Percentage (as defined below) of the capital stock entitled
to vote at the meeting (the "Voting Stock"), special meetings shall be called by
the Clerk, or in case of the death,
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absence, incapacity or refusal of the Clerk, by any other officer. For purposes
of this Section 3, the "Required Percentage" shall be 80% or such lesser
percentage as shall constitute the maximum percentage permitted by law for this
purpose. Any request for a call of a special meeting of stockholders ("Call") by
the holders of the Required Percentage of the Voting Stock shall be governed by
and subject to the following:
(a) Any stockholder of record seeking to solicit requests for a Call
pursuant to this Section 3 shall so notify the Clerk of the corporation in
writing, and such written notification shall set forth the reason or reasons for
the Call and the purpose or purposes of such special meeting.
(b) No solicitation of stockholder requests for a Call ("Call
Solicitation") may be commenced (i) before the Call Request Record Date, as
defined in paragraph (c) of this Section 3, or (ii) during the period of 120
days following the most recent meeting of the stockholders of the corporation.
(c) In order that the corporation may determine the stockholders
entitled to request a Call, the Board of Directors of the corporation shall fix
a record date (the "Call Request Record Date"). Any stockholder of record
seeking to solicit stockholder requests for a Call shall, with delivery to the
corporation of the written information specified in paragraph (a), request in
writing that the Board of Directors fix the Call Request Record Date. The Board
of Directors shall, within 10 days after the date on which such request is
received, adopt a resolution fixing the Call Request Record Date, and such Call
Request Record Date shall be not more than 10 days after the date upon which
such resolution is adopted by the Board of Directors.
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(d) All requests for a Call and revocations thereof shall be
delivered to the corporation no later than the 30th day (the "Delivery Date")
after the Call Request Record Date.
(e) Any stockholder may revoke a prior request for a Call or
opposition to a Call by an instrument in writing delivered prior to the Delivery
Date.
(f) Promptly after the Delivery Date, requests for a Call and
revocations thereof shall be counted and verified by an independent party
selected by the corporation.
(g) If, in response to any Call Solicitation, the holders of record
of the Required Percentage of the Voting Stock as of the Call Request Record
Date submit valid and unrevoked requests for a Call no later than the Delivery
Date, the Board of Directors of the corporation shall fix a record date pursuant
to Section 4 of Article I hereof and a meeting date for the special meeting,
PROVIDED that the date to be fixed for such meeting shall be no earlier than 60
days or later than 90 days after the Delivery Date, and PROVIDED FURTHER that
the Board of Directors shall not be obligated to fix a meeting date or to hold
any meeting of stockholders within 60 days of the next scheduled meeting of the
stockholders of the corporation.
(h) In the absence of a quorum at any special meeting called
pursuant to a Call Solicitation, such special meeting may be postponed or
adjourned from time to time only by the officer of the corporation entitled to
preside at such meeting.
(i) If a Call Solicitation does not receive the support of the
holders of record of the Required Percentage of the Voting Stock, no subsequent
Call may be
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made or solicited by any stockholder during a period of 90 days after the
Delivery Date.
4. NOTICE OF MEETINGS. Except as provided in Section 3 of this
Article I, a written notice of every meeting of stockholders, stating the place,
date and hour thereof, and the purposes for which the meeting is to be held,
shall be given by the Clerk or other person calling the meeting at least seven
days before the 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, or by mailing it postage prepaid and addressed to him
at his address as it appears upon the books of the corporation. Whenever any
notice is required to be given to a stockholder by law, by the Articles of
Organization or by these By-Laws, no such notice need to be given if a written
waiver of notice, executed before or after the meeting by the stockholder or his
attorney thereunto duly authorized, is filed with the records of the meeting.
5. QUORUM. Unless the Articles of Organization otherwise provide, a
majority in interest of all stock issued, outstanding and entitled to vote on
any matter shall constitute a quorum with respect to that matter, except that if
two or more classes of stock are outstanding and entitled to vote as separate
classes, then in the case of each such class a quorum shall consist of a
majority in interest of the stock of that class issued, outstanding and entitled
to vote.
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6. ADJOURNMENTS. Except as provided in Section 3 of this Article I,
any meeting of stockholders may be adjourned to any other time and to any other
place at which a meeting of stockholders may be held under these By-Laws by the
stockholders present or represented at the meeting, although less than a quorum,
or by any officer entitled to preside or to act as clerk of such meeting, if no
stockholder is present. It shall not be necessary to notify any stockholder of
any adjournment. Any business which could have been transacted at any meeting of
the stockholders as originally called may be transacted at any adjournment
thereof.
7. VOTING AND PROXIES. Each stockholder shall have one vote for
each share of stock entitled to vote held by him of record according to the
records of the corporation and a proportionate vote for a fractional share so
held by him, unless otherwise provided by the Articles of Organization.
Stockholders may vote either in person or by written proxy dated not more than
six months before the meeting named therein. Proxies shall be filed with the
clerk of the meeting, or of any adjournment thereof, before being voted. Except
as otherwise limited therein, proxies shall entitle the persons named therein 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 purported to be executed by
or on behalf of a stockholder shall be deemed valid unless challenged at or
prior to its exercise.
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8. ACTION AT MEETING. When a quorum is present, the holders of a
majority of the stock present or represented and voting on a matter (or if there
are two or more classes of stock entitled to vote as separate classes, then in
the case of each such class, the holders of a majority of the stock of that
class present or represented and voting on a matter), except where a larger vote
is required by law, the Articles of Organization or these By-Laws, shall decide
any matter to be voted on by the stockholders. Any election by stockholders
shall be determined by a plurality of the votes cast by the stockholders
entitled to vote at the election. No ballot shall be required for such election
unless requested by a stockholder present or represented at the meeting and
entitled to vote in the election. The corporation shall not directly or
indirectly vote any share of its stock.
9. ACTION WITHOUT MEETING. Any action to be taken by stockholders
may be taken without a meeting if all stockholders entitled to vote on the
matter consent to the action by a writing filed with the records of the meetings
of stockholders. Such consent shall be treated for all purposes as a vote at a
meeting.
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.
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2. NUMBER OF DIRECTORS, ELECTION. The number of Directors of the
corporation, which shall not be less than three, shall be fixed from time to
time by a majority of the Directors then in office. Elections of Directors need
not be by written ballot except as and to the extent provided in the By-Laws of
the corporation.
3. CLASSES OF DIRECTORS. The Board of Directors shall be and is
divided into three classes: Class I, Class II and Class III. No one class shall
have more than one Director more than any other class. If a fraction is
contained in the quotient arrived at by dividing the authorized number of
Directors by three, then if such fraction is one-third, the extra Director shall
be a member of Class III and, if such fraction is two-thirds, one of the extra
Directors shall be a member of Class III and one of the extra Directors shall be
a member of Class II, unless otherwise provided for from time to time by vote
adopted by a majority of the Directors then in office.
4. TERMS OF OFFICE. Each Director shall serve for a term ending on
the date of the third annual meeting following the annual meeting at which such
Director was elected; provided, however, that each initial Director in Class I
shall serve for a term ending on the date of the annual meeting next following
the end of the corporation's fiscal year 1990; each initial Director in Class II
shall serve for a term ending on the date of the annual meeting next following
the end of the corporation's fiscal year 1991; and each initial Director in
Class III shall serve for a term ending on the date of the annual meeting next
following the end of the corporation's fiscal year 1992. Notwithstanding any
provisions to the contrary contained herein, each Director shall
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serve until a successor is elected and qualified or until his death, resignation
or removal.
5. ENLARGEMENT OF THE BOARD; VACANCIES. The number of Directors
constituting the Board of Directors may be increased solely by vote of a
majority of the Directors then in office, even though less than a quorum. Any
vacancies in the Board of Directors occurring for any reason and any newly
created directorships resulting from any increase in the number of Directors
shall be filled solely by the Board of Directors acting by the vote of a
majority of the Directors then in office, even though less than a quorum. Each
Director chosen to fill a vacancy shall hold office until the next election of
the class for which such Director shall have been chosen and until his successor
shall be elected and qualified or until his earlier death, resignation or
removal.
6. ALLOCATION OF DIRECTORS AMONG CLASSES. In the event of any
increase or decrease in the authorized number of Directors, (a) each Director
then serving as such shall nevertheless continue as Director of the class of
which he is a member until the expiration of his current term or his prior
death, retirement or resignation and (b) the newly created or eliminated
directorships resulting from such increase or decrease shall be apportioned by
the Board of Directors among the three classes of Directors so as to ensure that
no one class has more than one Director more than any other class. To the extent
possible, consistent with the foregoing, any newly created directorships shall
be added to those classes whose terms of office are to expire at the latest
dates following such allocation, and any newly eliminated directorships shall be
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subtracted from those classes whose terms of office are to expire at the
earliest dates following such allocation, unless otherwise provided for from
time to time by resolution adopted by a majority of the Directors then in
office, although less than a quorum.
7. QUORUM; ACTION OF MEETING. A majority of the Directors at any
time in office shall constitute a quorum for the transaction of business and, if
at any meeting of the Board of Directors there shall be less than such a quorum,
a majority of those present may adjourn the meeting from time to time. Every act
or decision done or made by a majority of Directors present at a meeting duly
held at which a quorum is present shall be regarded as the act of the Board of
Directors unless a greater number be required by law, by the Articles of
Organization of the corporation or by these By-Laws.
8. RESIGNATIONS. Any Director may resign by delivering his written
resignation to the corporation's 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.
9. REMOVAL. A Director may be removed from office (a) with or
without cause by vote of a majority of the stockholders entitled to vote in the
election of Directors, provided that the Directors of a class elected by a
particular class of stockholders may be removed only by the vote of the holders
of a majority of the shares of such class or (b) for cause by vote of a majority
of the Directors then in
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office. A Director may be removed for cause only after reasonable notice and
opportunity to be heard before the body proposing to remove him.
10. MEETINGS. Regular meetings of the Directors may be held without
call or notice at such places, within or without Massachusetts, and at such
times as the Directors may from time to time determine, provided that any
Director who is absent when such determination is made shall be given notice of
the determination. A regular meeting of the Directors may be held without a call
or 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 Directors may be held at any time and place,
within or without Massachusetts, designated in a call by the President,
Treasurer or two or more Directors.
11. NOTICE OF SPECIAL MEETINGS. Notice of all special meetings of
the 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
forty-eight hours in advance of the meeting, or by written notice mailed to his
business or home address at least seventy-two 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
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or at its commencement the lack of notice to him. A notice or waiver of notice
of a Directors' meeting need not specify the purposes of the meeting.
12. ACTION AT MEETING. At any meeting of the Directors at which a
quorum is present, the vote of a majority of those present, unless a different
vote is specified by law, by the Articles of Organization or by these By-Laws,
shall be sufficient to take any action.
13. ACTION OF CONSENT. Any action by the Directors may be taken
without a meeting if a written consent thereto is signed by all the Directors
and filed with the records of the Directors' meetings. Such consent shall be
treated as a vote of the Directors for all purposes.
14. COMMITTEES. The Directors may, by vote of a majority of the
Directors then in office, elect from their number an executive committee or
other committees and may by like vote delegate thereto some or all of their
powers except those which by law, the Articles of Organization or these By-Laws
they are prohibited from delegating. Except as the Directors may otherwise
determine, any such committee may make rules for the conduct of its business,
but unless otherwise provided by the Directors or in 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 Directors.
15. MASSACHUSETTS LAW. To the extent that any of the provisions in
this Article II relating to the classification of Directors conflicts or is
inconsistent with any of the provisions of Section 50A of Chapter 156B of the
General Laws of the
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Commonwealth of Massachusetts, as amended from time to time, the provisions of
Section 50A shall govern and control.
ARTICLE III - OFFICERS
1. ENUMERATION. The officers of the corporation shall consist of a
President, a Treasurer, a Clerk, and such other officers, including a Chairman
of the Board, one or more Vice Presidents, Assistant Treasurers, Assistant
Clerks and Secretary as the Directors may determine.
2. ELECTION. The President, Treasurer and Clerk shall be elected
annually by the Directors at their first meeting following the annual meeting of
stockholders. Other officers may be appointed by the Directors at such meeting
or at any other meeting.
3. QUALIFICATION. The President shall be a Director. No officer
need be a stockholder. Any two or more offices may be held by the same person,
provided that the President and Clerk shall not be the same person. The Clerk
shall be a resident of Massachusetts unless the corporation has a resident agent
appointed for the purpose of service of process. Any officer may be required by
the Directors to give bond for the faithful performance of his duties to the
corporation in such amount and with such sureties as the Directors may
determine.
4. TENURE. Except as otherwise provided by law, by the Articles of
Organization or by these By-Laws, the President, Treasurer and Clerk shall hold
office until the first meeting of the Directors following the annual meeting of
stockholders and thereafter until his successor is chosen and qualified; and all
other
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officers shall hold office until the first meeting of the Directors following
the annual meeting of stockholders, unless a different term is specified in the
vote choosing or appointing them. Any officer may resign by delivering his
written resignation to the corporation at its principal office or to the
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 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 prior to action thereon.
6. CHAIRMAN OF THE BOARD. The Directors may appoint a Chairman of
the Board and may designate him as Chief Executive Officer. If the Directors
appoint a Chairman of the Board, he shall perform such duties and shall possess
such powers as are assigned to him by the Board of Directors. If the Board of
Directors shall designate the Chairman as Chief Executive Officer, he shall have
general charge and supervision of the business of the corporation, subject to
the direction of the Directors. The Chairman of the Board shall, when present,
preside at all meetings of the Directors.
7. PRESIDENT. Unless the Directors have designated the Chairman of
the Board or another officer as Chief Executive Officer, the President shall be
the Chief Executive Officer of the corporation and shall have general charge and
supervision of the business of the corporation. The President shall perform such
other duties and
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shall possess such other powers as the Board of Directors may from time to time
prescribe.
8. VICE PRESIDENT. The Vice President, or if there shall be more
than one, the Vice Presidents in the order determined by the Directors, shall,
in the absence or disability of the President, perform the duties and exercise
the powers of the President and shall perform such other duties and shall have
such other powers as the Directors may from time to time prescribe.
9. TREASURER AND ASSISTANT TREASURERS. The Treasurer shall, subject
to the direction of the Directors, have general charge of the financial affairs
of the corporation and shall cause to be kept accurate books of account. He
shall have custody of all funds, securities and valuable documents of the
corporation, except as the Directors may otherwise provide.
The Assistant Treasurer, or if there shall be more than one, the
Assistant Treasurers in the order determined by the Directors, shall, in the
absence or disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer and shall perform such other duties and shall have such
other powers as the Directors may from time to time prescribe.
10. CLERK AND ASSISTANT CLERKS. The Clerk shall keep a record of the
meetings of stockholders. Unless a Transfer Agent is appointed, the Clerk shall
keep or cause to be kept in Massachusetts, at the principal office of the
corporation or at his office, the stock and transfer records of the corporation,
in which are contained
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the names of all stockholders and the record address, and the amount of stock
held by each.
If there is no Secretary or Assistant Secretary, the Clerk shall
keep a record of the meetings of the Directors.
The Assistant Clerk, or if there shall be more than one, the
Assistant Clerks in the order determined by the Directors, shall, in the absence
or disability of the Clerk, perform the duties and exercise the powers of the
Clerk and shall perform such other duties and shall have such other powers as
the Directors may from time to time prescribe.
11. SECRETARY AND ASSISTANT SECRETARIES. If a Secretary is
appointed, he shall attend all meetings of the Directors and shall keep a record
of the meetings of the Directors. He shall, when required, notify the Directors
of their meetings, and shall have such other powers and shall perform such other
duties as the Directors may from time to time prescribe.
The Assistant Secretary, or if there shall be more than one, the
Assistant Secretaries in the order determined by the Directors, shall, in the
absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary and shall perform such other duties and shall have such
other powers as the Directors may from time to time prescribe.
12. OTHER POWERS AND DUTIES. Each officer shall, subject to these
By-Laws, have in addition to the duties and powers specifically set forth in
these By-Laws,
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such duties and powers as are customarily incident to his office, and such
duties and powers as the Directors may from time to time designate.
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 be
prescribed from time to time by the Directors. The certificate shall be signed
by the President or a Vice President, and by the Treasurer or an Assistant
Treasurer, but when a certificate is countersigned by a transfer agent or a
registrar, other than a Director, officer or employee of the corporation, such
signatures may be facsimiles. 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 transfer pursuant to the Articles of Organization, the By-Laws or
any agreement to which the corporation is a party, shall have conspicuously
noted on the face or back of the certificate either the full text of the
restriction or a statement of the existence of such restrictions and a statement
that the corporation will furnish a copy thereof to the holder of such
certificate upon written request and without charge. Every certificate issued
when the corporation is authorized to issue more than one class or series of
stock shall set forth on its face or back either the full text of the
preferences, voting powers, qualifications and specifications and special and
relative rights of the shares of each class and series authorized to be issued
or a statement of the existence
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of such preferences, powers, qualifications and rights and a statement that the
corporation will furnish a copy thereof to the holder of such certificate upon
written request and without charge.
2. TRANSFERS. Subject to the restrictions, if any, stated or noted
on the stock certificates, 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 corporation or its
transfer agent may reasonably require. 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 and of his taxpayer identification
number.
3. RECORD DATE. The Directors may fix in advance a time not more
than sixty days preceding the date of any meeting of stockholders or the date
for the payment of any dividend or the making of any distribution to
stockholders or the last day on which the consent or dissent of stockholders may
be effectively expressed for
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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 Directors
may for any of such purposes close the transfer books for all or any part of
such period.
4. REPLACEMENT OF CERTIFICATES. In case of the alleged loss or
destruction or the mutilation of a certificate of stock, a duplicate certificate
may be issued in place thereof, upon such terms as the Directors may prescribe,
including the presentation of reasonable evidence of such loss, destruction or
mutilation and the giving of such indemnity as the Directors may require for the
protection of the corporation or any transfer agent or registrar.
5. ISSUE OF CAPITAL STOCK. Unless otherwise voted by the
stockholders, the whole or any part of any unissued balance of the authorized
capital stock of the corporation or the whole or any part of the capital stock
of the corporation held in its treasury may be issued or disposed of by vote of
the Directors, in such manner, for such consideration and on such terms as the
Directors may determine.
ARTICLE V - MISCELLANEOUS PROVISIONS
1. FISCAL YEAR. Except as from time to time otherwise determined by
the Directors, the fiscal year of the corporation shall be the 52 or 53 week
period, as the case may be, ending on the Saturday which is closest to the last
day of October.
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2. SEAL. The seal of the corporation shall, subject to alteration
by the Directors, bear its name, the word "Massachusetts," and the year of its
incorporation.
3. EXECUTION OF INSTRUMENTS. All deeds, leases, transfers,
contracts, bonds, notes and other obligations authorized to be executed by an
officer of the corporation in its behalf shall be signed by the President or the
Treasurer except as the directors may generally or in particular cases otherwise
determine.
4. VOTING OF SECURITIES. Except as the Directors may otherwise
designate, the President or Treasurer may waive notice of, and act as, or
appoint any person or persons to act as, proxy or attorney in fact for, this
corporation (with or without power of substitution) at any meeting of
stockholders or shareholders of any other corporation or organization, the
securities of which may be held by this corporation.
5. 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 or of the Clerk. Said
copies and records need not all be kept in the same office. They shall be
available 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.
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6. EVIDENCE OF AUTHORITY. A certificate by the Clerk or Secretary,
or an Assistant Clerk or Assistant Secretary, or a temporary Clerk or temporary
Secretary, as to any action taken by the stockholders, Directors, Executive
Committee or any officer or representative of the corporation shall as to all
persons who rely thereon in good faith be conclusive evidence of such action.
7. ARTICLES OF ORGANIZATION. All reference in these By-Laws to the
Articles of Organization shall be deemed to refer to the Articles of
Organization of the corporation, as amended and in effect from time to time.
8. TRANSACTIONS WITH INTERESTED PARTIES. In the absence of fraud,
no contract or other transaction between this corporation and any other
corporation or any firm, association, partnership or person shall be affected or
invalidated by the fact that any Director or officer of this corporation is
pecuniarily or otherwise interested in or is a director, member or officer of
such other corporation or of such firm, association or partnership or is a party
to or is pecuniarily or otherwise interested in such contract or other
transaction or is in any way connected with any person or persons, firm,
association, partnership or corporation pecuniarily or otherwise interested
therein; provided that the fact that he individually or as a director, member or
officer of such corporation, firm, association or partnership is such a party or
is so interested shall be disclosed to or shall have been known by the Board of
Directors or a majority of such members thereof as shall be present at a meeting
of the Board of Directors at which action upon any such contract or transaction
shall be taken; any Director may be counted in determining the existence
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of a quorum and may vote at any meeting of the Board of Directors of this
corporation for the purpose of authorizing any such contract or transaction with
like force and effect as if he were not so interested, or were not a director,
member of officer of such other corporation, firm, association or partnership,
provided that any vote with respect to such contract or transaction must be
adopted by a majority of the Directors then in office who have no interest in
such contract or transaction.
9. AMENDMENTS. These By-Laws may be amended by the affirmative vote
of the holders of a majority of the shares of each class of capital stock at the
time outstanding and entitled to vote at any annual or special meeting of
stockholders, provided that notice of the substance of the proposed amendment is
stated in the notice of such meeting. If authorized by the Articles of
Organization, the Directors, by a majority of their number then in office, may
also make, amend or repeal these By-Laws, in whole or in part, except with
respect to (a) the provisions of these By-Laws governing (i) the removal of
Directors, (ii) the indemnification of Directors and (iii) the amendment of
these By-Laws and (b) any provision of these By-Laws 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.
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Any By-Law adopted by the Directors may be amended or repealed by the
stockholders entitled to vote on amending the By-Laws.
10. MASSACHUSETTS CONTROL SHARE ACQUISITION ACT. The provisions of
Chapter 110D of the Massachusetts General Laws shall not apply to any "control
share acquisition" of the corporation (as such term is defined in such Chapter
110D).
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