AMENDED AND RESTATED
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BY-LAWS
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OF
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INTERSTATE ELECTRONICS CORPORATION
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ARTICLE I
SHAREHOLDERS
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Section 1. PLACE OF MEETING. All meetings of shareholders shall be held
at the principal office of the corporation. The Board of Directors shall have
the authority to designate a different place within or without the State of
California at which any meeting of shareholders shall be held.
Section 2. ANNUAL MEETING. The annual meeting of shareholders shall be
held without notice on the third Monday of September in each year, at the hour
of 10:00 a.m. If that day should be a legal holiday in any year, the regular
annual meeting of shareholders in such year shall be held at the same hour on
the next business day.
Section 3. NOTICE OF MEETINGS. Notice of special meetings of
shareholders, or of any annual meeting requiring notice, shall be given in the
manner and form required by law not less than one day before the meeting.
ARTICLE II
DIRECTORS
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Section 1. NUMBER AND POWERS. All powers of this corporation shall be
exercised by or under authority of, and the business and affairs of this
corporation shall be controlled by a Board of five Directors.
Section 2. VACANCY. The Board of Directors may declare vacant the
office of any Director who fails to accept the office within five days after he
shall have been notified of his election, or who fails to attend the next
meeting of the Board of Directors after his election.
Section 3. ANNUAL MEETING. The annual meeting of the Board of Directors
shall be held, without notice, immediately following the adjournment of the
annual meeting of shareholders.
Section 4. NOTICE OF SPECIAL MEETINGS. Notice of special meetings of
the Board of Directors shall be mailed, telegraphed or personally delivered to
each Director by the Secretary or by any person authorized by him or by the
President, at least one day before the date of the special meeting.
Section 5. EXECUTIVE AND OTHER COMMITTEES. The Board of Directors may
appoint an Executive Committee composed of two or more Directors and may
delegate to the Executive Committee any of the powers and duties of the Board of
Directors which shall not be inconsistent with these by-laws or with applicable
laws. In compliance with
applicable laws, the Board of Directors may appoint other committees and may
delegate to such other committees such special or general powers and duties as
shall not be inconsistent with these by-laws or with applicable laws. The
Executive Committee and any other committee appointed by the Board of Directors
shall choose a Chairman from its own members and may adopt rules and regulations
which shall not be inconsistent with these by-laws or with applicable.
Section 6. FEES AND COMPENSATION. The Board of Directors by a
resolution or resolutions may (a) fix, and from time to time change, a fee as
compensation to each Director for attendance at regular and special meetings of
the Board or of any committee composed of Directors, or (b) fix, and from time
to time change, a lump sum as compensation for attendance at regular and special
meetings of the Board or of any committee composed of Directors, which lump sum
fee shall be divided among the Directors in attendance at the meeting, and (c)
authorize the reimbursement to each Director of expenses incurred in attending
such meetings. The provisions of this section shall not be construed to preclude
any Director from serving the corporation and receiving compensation in any
other capacity.
Section 7. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Each Director and
officer, whether or not then in office, shall be indemnified by the corporation
against all damages, liabilities, costs and expenses reasonably incurred or
imposed in connection with or arising out of any action, suit or proceeding
threatened or filed in which he may be involved or be made a party by reason of
being or having been a Director or officer of the corporation, which expenses
shall include the amount contributed by each Director and officer to a voluntary
settlement reasonably made for the purpose of minimizing costs of litigation.
The provisions of this section shall not be construed to authorize the
corporation to indemnify any former or existing Director or officer against any
damage, liability, cost and expense incurred in any action, suit or proceeding
in which he shall be finally adjudged to have been derelict in the performance
of his duty as a Director or officer or in any action in which the officer or
Director shall appear or participate directly or indirectly as a party plaintiff
against the corporation or against other Directors and officers, or in any
matter, whether or not carried to litigation, in which the Director or officer
had been guilty of misfeasance, bad faith, inexcusable negligence or inexcusable
disregard of his duties. The right of indemnification authorized by this section
shall not be exclusive of other rights to which any existing or former Director
or officer may be entitled as a matter of law.
Section 8. CONSENT ACTION. Any action required or permitted to be taken
by the Board of Directors may be taken without a meeting, provided all members
of the Board shall individually or collectively consent in writing to such
action, which written consent or consents shall be inserted in the current Book
of Minutes of the corporation.
ARTICLE III
OFFICERS
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Section 1. OFFICERS. The executive officers of the corporation shall be
a President, a Vice President, a Secretary and a Treasurer. The executive
officers also shall include a Chairman of the Board, a Vice Chairman of the
Board, an Executive Vice President, a General
Manager and any number of Assistant Vice Presidents, Assistant Secretaries and
Assistant Treasurers.
Section 2. ELECTION OF PRESIDENT. The Board of Directors annually shall
elect a President who shall be a Director and who shall hold office for one year
and until his successor is elected and has qualified, subject to removal by the
Board of Directors at any time, with or without cause.
Section 3. ELECTION OF VICE PRESIDENT, SECRETARY AND TREASURER. The
Board of Directors annually shall elect a Vice President, a Secretary and a
Treasurer, who shall hold office for one year and until their successors are
elected and have qualified, subject to removal by the Board of Directors at any
time, with or without cause.
Section 4. ELECTION OF CHAIRMAN OF THE BOARD, VICE CHAIRMAN OF THE
BOARD, EXECUTIVE VICE PRESIDENT AND GENERAL MANAGER. The Board of Directors at
any time may elect a Chairman of the Board, a Vice Chairman of the Board, an
Executive Vice President and a General Manager, who shall hold office until the
next annual meeting of the Board of Directors and until their successors are
elected and have qualified, subject to removal by the Board of Directors at any
time, with or without cause.
Section 5. ELECTION OF ASSISTANT VICE PRESIDENTS, ASSISTANT SECRETARIES
AND ASSISTANT TREASURERS. The Board of Directors at any time may elect one or
more Assistant Vice Presidents, one or more Assistant Secretaries and one or
more Assistant Treasurers, who shall hold office until the next annual meeting
of the Board of Directors and until their successors are elected and have
qualified, subject to removal by the Board of Directors at any time, with or
without cause.
Section 6. APPOINTMENT OF OTHER OFFICERS. The Board of Directors may
appoint and remove such other officers and such agents and employees of the
corporation as may be deemed expedient and fix their duties and tenure of
office.
Section 7. COMPENSATION OF OFFICERS. The compensation of the President,
the Vice President, the Secretary, the Treasurer, the Chairman of the Board, the
Vice Chairman of the Board, the Executive Vice President, the General Manager
and any Assistant Vice Presidents, Assistant Secretaries or Assistant Treasurers
shall be fixed, and may be changed from time to time, by the Board of Directors.
The compensation of other officers, agents and employees of the corporation may
be fixed and from time to time changed by the Board of Directors.
Section 8. PRESIDENT. The President shall be the chief executive
officer of the corporation. He shall preside at all meetings of the shareholders
and of the Board of Directors, unless there be a Chairman of the Board present.
He shall have general charge of the business of the corporation, subject to the
control of the Board of Directors. Unless otherwise ordered by the Board of
Directors, he shall sign all deeds, contracts, stock certificates and other
documents requiring execution by the corporation. The President also shall have
such other powers and shall perform such other duties as may be assigned to him
by the Board of Directors.
Section 9. VICE PRESIDENT. The Vice President, unless restricted by the
Board of Directors, shall be vested with all of the powers and shall perform all
of the duties of the President in case of the absence or disability of the
President. The Vice President also shall have such other powers and shall
perform such other duties as may be assigned to him by the Board of Directors.
Section 10. SECRETARY. The Secretary shall perform all of the duties
incident to the office of Secretary, subject to the control of the Board of
Directors. He shall keep or cause to be kept the minutes of all meetings of
shareholders and of the Board of Directors, and shall have charge of the minute
books, the journal and ledger of share certificates and such other books and
papers as the Board of Directors may direct. Unless otherwise ordered by the
Board of Directors, he shall sign with the President all deeds, contracts, stock
certificates and other documents requiring execution by the corporation. The
Secretary also shall have such other powers and shall perform such other duties
as may be assigned to him by the Board of Directors.
Section 11. TREASURER. The Treasurer shall keep, or cause to be kept,
full and accurate accounts of receipts and disbursements in books to be kept for
that purpose. He shall submit to the President and to the Board of Directors,
whenever required, accounts of all of his transactions as Treasurer, and of the
financial condition of the corporation. The Treasurer also shall have such other
powers and shall perform such other duties as may be assigned to him by the
Board of Directors.
Section 12. CHAIRMAN OF THE BOARD. The Chairman of the Board, if one be
elected by the Board of Directors, shall preside at all meetings of the Board of
Directors and of the shareholders and shall have such other powers and shall
perform such other duties as may be assigned to him by the Board of Directors.
Section 13. VICE CHAIRMAN OF THE BOARD. The Vice Chairman of the Board,
if one be elected by the Board of Directors, shall be vested with all the powers
and shall perform all of the duties of the Chairman of the Board in case of the
absence or disability of the Chairman. The Vice Chairman of the Board also shall
have such other power and such other duties as may be assigned to him by the
Board of Directors.
Section 14. EXECUTIVE VICE PRESIDENT. The Executive Vice President, if
one be elected by the Board of Directors, shall be the ranking executive officer
next to the President and shall be vested with all of the powers and shall
perform all of the duties of the President in preference to the Vice President
in case of the absence or disability of the President. The Executive Vice
President also shall have such other powers and shall perform such other duties
as may be assigned to him by the Board of Directors.
adopted or ratified by the Board of Directors and approved by a majority of a
quorum of the shareholders.