Exhibit 3.80
BYLAWS
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Bylaws for the regulation, except as otherwise provided
by statute or its Articles of Incorporation ("Articles"), of
ESSEX PLACE ASTROPHYSICS, INC.
(A California Corporation)
ARTICLE I
MEETINGS OF SHAREHOLDERS
Section 1. Annual Meetings. All meetings of shareholders shall be held
in Wellesley, Commonwealth of Massachusetts, at such place as may be fixed from
time to time by the Board of Directors, or at such other place either within or
without the State of California as shall be designated from time to time by the
Board of Directors and stated in the notice of meeting. At such meeting,
directors shall be elected by a plurality vote, reports of the affairs of the
corporation shall be considered, and any other business may be transacted which
is within the powers of the shareholders. Annual meetings of shareholders,
commencing with the year 1990, shall be held on the third Thursday in May if not
a legal holiday, and if a legal holiday, then on the next secular day following
at 10:00 a.m., 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.
Section 2. Special Meetings. Special meetings of the shareholders, for
any purpose or purposes whatsoever, may be called at any time by the Board, the
Chairman of the Board, the President, or by the holders of shares entitled to
cast not less than 10% of the votes at the meeting or by such other persons as
may be provided in the Articles or in these Bylaws.
Section 3. Notice. Written notice of each meeting shall be given to
each shareholder entitled to vote, either personally or by mail or other means
of written communication, charges prepaid, addressed to such shareholder at his
address appearing on the books of the corporation or given by him to the
corporation for the purpose of notice. If no such address appears or is given,
notice shall be deemed to have been given to him if sent by mail or other means
of written communication addressed to the place where the principal executive
office of the corporation is situated, or by publication of notice at least once
in some newspaper of general circulation in the county in which said office is
located. All such notices shall be sent to each shareholder entitled thereto not
less than 10 (or if sent by third-class mail, 30) nor more than 60 days before
such meeting. Such notice shall specify the place, the date and the hour of such
meeting.
In the case of a special meeting, the notice shall state the general
nature of business to be transacted and no other business shall be transacted at
such meeting.
In the case of an annual meeting, the notice shall state those matters
which the Board, at the time of the mailing of the notice, intends to present
for action by the shareholders. However, any proper matter may be presented at
the meeting for action but action on the following matters shall be valid only
if the general nature of the proposal so approved was stated
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in the notice of the meeting or in a written notice, unless the matter was
unanimously approved by those entitled to vote:
(a) the approval of a contract or other transaction between the
corporation and one or more of its directors or with any corporation,
firm or association in which one or more of its directors has a
material financial interest;
(b) an amendment to the Articles;
(c) a reorganization (as defined in (ss.)181 of the General
Corporation Law) required to be approved by (ss.)1201 of the General
Corporation Law;
(d) the voluntary winding up and dissolution of the corporation;
or
(e) a plan of distribution under (ss.)2007 of the General
Corporation Law in respect of a corporation in the process of winding
up.
The notice of any meeting at which directors are to be elected shall
include the names of the nominees intended at the time of the notice to be
presented by management for election.
The notice shall state such other matters, if any, as may be expressly
required by statute.
Section 4. Adjourned Meeting and Notice Thereof. When a shareholders'
meeting is adjourned to another time or place, notice need not be given of the
adjourned meeting if the time and place thereof are announced at the meeting at
which the adjournment is taken. At the adjourned meeting, the corporation may
transact any business which might have been transacted at the original meeting.
If the adjournment is for more than 45 days or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each shareholder of record entitled to vote at the
meeting.
Section 5. Quorum. Unless otherwise provided in the Articles, the
presence in person or by proxy of the persons entitled to vote a majority of the
voting shares at any meeting shall constitute a quorum for the transaction of
business. The shareholders present at a duly called or held meeting at which a
quorum is present may continue to transact business until adjournment
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum, if any action taken (other than adjournment) is approved by at least a
majority of the shares required to constitute a quorum. In the absence of a
quorum, any meeting of shareholders may be adjourned from time to time by the
vote of a majority of the shares represented either in person or by proxy, but
no other business may be transacted, except as provided above.
Section 6. Consent of Absentees. The transactions of any meeting of
shareholders, however called and noticed and wherever held are as valid as
though had at a meeting duly held after regular call and notice, if a quorum is
present either in person or by proxy, and if, either before or after the
meeting, each of the persons entitled to vote, not present in person or by
proxy, signs a written waiver of notice, or a consent to the holding of the
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meeting, or an approval of the minutes thereof. All such waivers, consents and
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.
Section 7. Action without Meeting. Unless otherwise provided in the
Articles, any action which may be taken at any annual or special meeting of
shareholders may be taken without a meeting and without prior notice, if a
consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding shares 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; provided, however,
that:
(a) unless the consents of all shareholders entitled to vote have
been solicited in writing, notice of any shareholder approval:
(1) of a contract or other transaction between the
corporation and one or more of its directors or with any
corporation, firm or association in which one or more of its
directors has a material financial interest;
(2) of an indemnity pursuant to (ss.)317 of the General
Corporation Law;
(3) of a reorganization (as defined in (ss.)181 of the
General Corporation Law) required to be approved by (ss.)1201 of
the General Corporation Law; or
(4) of a plan of distribution under (ss.)2007 of the General
Corporation Law in respect of a corporation in the process of
winding up, which approval was obtained without a meeting by less
than unanimous written consent,
shall be given at least 10 days before the consummation of the action
authorized by such approval; and
(b) prompt notice shall be given of the taking of any other
corporate action approved by shareholders without a meeting by less
than unanimous written consent, to those shareholders entitled to vote
who have not consented in writing. Notice of such approval shall be
given in the same manner as required by Article I, Section 3 of these
Bylaws.
Any shareholder giving a written consent, or the shareholder's
proxyholder or proxyholders, or a transferee of the shares, or a personal
representative of the shareholder, or their respective proxyholder or
proxyholders, may revoke the consent by a writing received by the corporation
prior to the time that written consents of the number of shares required to
authorize the proposed action have been filed with the Secretary of the
corporation, but may not do so thereafter. Such revocation is effective upon its
receipt by the Secretary of the corporation.
Notwithstanding the above provisions, directors may not be elected by
written consent except by unanimous written consent of all shares entitled to
vote for the election of directors.
Section 8. Record Dates. For purposes of determining the shareholders
entitled to notice of any meeting or to vote or entitled to exercise any other
rights, the Board may fix, in
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advance, a record date, which shall not be more than 60 nor less than 10 days
prior to the date of such meeting nor more than 60 days prior to any other
action. If no record date is fixed by the Board:
(a) the record date for determining shareholders entitled to
notice of or to vote at a meeting of shareholders shall be at the close
of business on the business day next preceding the day on which notice
is given or, if notice is waived, at the close of business on the
business day next preceding the day on which the meeting is held;
(b) the record date for determining shareholders entitled to give
consent to corporate action in writing without a meeting, when no prior
action by the Board is necessary, shall be the day on which the first
written consent is given; and
(c) the record date for determining shareholders for any other
purpose shall be at the close of business on the day on which the Board
adopts the resolution relating thereto, or the 60th day prior to the
date of such other action, whichever is later. A determination of
shareholders of record entitled to notice of or to vote at a meeting of
shareholders shall apply to any adjournment of the meeting unless the
Board fixes a new record date for the adjourned meeting, but the Board
shall fix a new record date if the meeting is adjourned for more than
45 days.
Section 9. Proxies. Every person entitled to vote shares may authorize
another person or persons to act by proxy with respect to such shares. No proxy
shall be valid after the expiration of 11 months from the date thereof unless
otherwise provided in the proxy. Every proxy continues in full force and effect
until revoked as specified in (ss.)705(b) of the General Corporation Law or
unless it states that it is irrevocable. A proxy which states that it is
irrevocable is irrevocable for the period specified therein when it is held by a
person specified in (ss.)705(e) of the General Corporation Law.
Section 10. Voting; Cumulative Voting and Notice Thereof. Votes on any
matter may be viva voce but shall be by ballot upon demand made by a shareholder
at any election and before the voting begins. No shareholder shall be entitled
to cumulate votes for election of directors (i.e., cast for any candidate for
election as directors a number of votes greater than the number of votes which
such shareholder normally is entitled to cast) unless such candidate or
candidates' names have been placed in nomination prior to the voting and the
shareholder has given notice at the meeting prior to the voting of the
shareholder's intention to cumulate the shareholder's votes. If any one
shareholder has given such notice, all shareholders may cumulate their votes for
candidates in nomination. If cumulative voting is proper, every shareholder
entitled to vote at any election of directors may cumulate such shareholder's
votes and give one candidate a number of votes equal to the number of directors
to be elected multiplied by the number of votes to which the shareholder's
shares are normally entitled, or distribute the shareholder's votes on the same
principle among as many candidates as the shareholder thinks fit. In any
election of directors, the candidates receiving the highest number of votes of
the shares entitled to be voted for them up to the number of directors to be
elected by such shares are elected.
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Except for election of directors, provided above, votes on other
substantive and procedural matters shall be taken on the basis of one vote for
each shares represented at the meeting.
Fractional shares shall not be entitled to any voting rights.
Section 11. Chairman of Meeting. The Board may select any person to
preside as Chairman of any meeting of shareholders, and if such person shall be
absent from the meeting, or fail or be unable to preside, the Board may name any
other person in substitution therefor as Chairman. In the absence of an express
selection by the Board of a Chairman or substitute therefor, the Chairman of the
Board shall preside as Chairman. If the Chairman of the Board shall be absent,
fail or be unable to preside, the President shall preside. If the President
shall be absent, fail or be unable to preside the Vice President or Vice
Presidents in order of their rank as fixed by the Board, the Secretary, or the
Chief Financial Officer, shall preside as Chairman, in that order. The Chairman
of the meeting shall designate a secretary for such meeting, who shall take and
keep or cause to be taken and kept minutes of the proceedings thereof.
The conduct of all shareholders' meetings shall at all times be within
the discretion of the Chairman of the meeting and shall be conducted under such
rules as he may prescribe. The Chairman shall have the right and power to
adjourn any meeting at any time, without a vote of the shares present in person
or represented by proxy, if the Chairman shall determine such action to be in
the best interests of the corporation and its shareholders.
Section 12. Inspectors of Election. In advance of any meeting of
shareholders, the Board may appoint any persons other than nominees for office
as inspectors of election to act at the meeting and any adjournment thereof. If
inspectors of election are not so appointed, or if any such persons fail to
appear or refuse to act, the Chairman of any such meeting may, and on the
request of any shareholder or his proxy shall, make such appointment at the
meeting. The number of inspectors shall be either one or three. If appointed at
a meeting on the request of one or more shareholders or proxies, the majority of
shares present in person or by proxy shall determine whether one or three
inspectors are to be appointed.
The inspectors of election shall determine the number of shares
outstanding and the voting power of each, the shares represented at the meeting,
the existence of a quorum, the authenticity, validity and effect of proxies,
receive votes, ballots or consents, hear and determine all challenges and
questions in any way arising in connection with the right to vote, count and
tabulate all votes or consents, determine when the polls shall close, determine
the result and do such acts as may be proper to conduct the election or vote
with fairness to all shareholders.
If there are three inspectors of election, the decision, act or
certificate of a majority is effective in all respects as the decision, act or
certificate of all.
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ARTICLE II
DIRECTORS
Section 1. Powers. Subject to any limitations in the Articles or these
Bylaws and to any provision of the General Corporation Law relating to action
required to be approved by the shareholders or by the outstanding shares, the
business and affairs of the corporation shall be managed and all corporate
powers shall be exercised by or under the direction of the Board. The Board may
delegate the management of the day-to-day operation of the business of the
corporation to a management company or other person provided that the business
and affairs of the corporation shall be managed and all corporate powers shall
be exercised under the ultimate direction of the Board.
Section 2. Number. The number of directors of the corporation shall be
three (3). Directors need not be residents of the State of California nor
shareholders of the corporation.
Section 3. Election and Term of Office. The directors shall be elected
at each annual meeting of shareholders, and the directors may be elected at any
special meeting of shareholders held for that purpose. Each director, including
a director elected to fill a vacancy, shall hold office until the expiration of
the term for which elected and until a successor has been elected and qualified.
Section 4. Organization Meeting. Immediately following each annual
meeting of shareholders the Board shall hold a regular meeting for the purpose
of organization, election of officers and the transaction of other business.
Section 5. Regular Meetings. Regular meetings of the Board shall be
held at such times and places within or without the state as may be designated
in the notice of the meeting of which are designated by resolution of the Board.
In the absence of designation of place, regular meetings shall be held at the
principal office of the corporation.
Section 6. Special Meetings. Special meetings of the Board for any
purpose or purposes may be called at any time by the Chairman of the Board, the
President, or by any Vice President or the Secretary or any two directors.
Special meetings of the Board may be held at such times and places within or
without the state as may be designated in the notice of the meeting or which are
designated by resolution of the Board.
Section 7. Notice of Meetings. When notice of a meeting of the Board is
required, at least four days notice by mail or 48 hours notice delivered
personally or by telephone or telegraph shall be given to each director. Such
notice need not specify the purpose of the meeting. Notice of a meeting need not
be given to any director who signs a waiver of notice or consent to holding the
meeting or an approval of the minutes thereof, whether before or after the
meeting, or who attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice to such director. All such waivers, consents
and approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.
Section 8. Participation by Telephone. Members of the Board may
participate in a meeting through use of conference telephone or similar
communications equipment, so long as
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all members participating in such meeting can hear one another. Participation in
a meeting pursuant to this Section constitutes presence in person at such
meeting.
Section 9. Quorum. A majority of the authorized number of directors
constitutes a quorum of the Board for the transaction of business. A meeting at
which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of directors, if any action taken is approved by
at least a majority of the required quorum for such meeting. A majority of the
directors present, whether or not a quorum is present, may adjourn any meeting
to another time and place.
Section 10. Voting. Every act or decision done or made by a majority of
the directors present at a meeting duly held at which a quorum is present is the
act of the Board, subject to Section 9 of this Article and to:
(a) the provisions of (ss.)310 of the General Corporation Law
regarding votes in respect of a contract or other transaction between
the corporation and one or more of its directors or with any
corporation, firm or association in which one or more of its directors
has a material financial interest, and
(b) the provisions of (ss.)317 of the General Corporation Law
regarding votes in respect of indemnification of agents of the
corporation who are members of the Board.
Section 11. Action without Meeting. Any action required or permitted to
be taken by the Board may be taken without a meeting if all members of the Board
shall individually or collectively consent in writing to such action. Such
written consent or consents shall be filed with the minutes of the proceedings
of the Board. Such action by written consent shall have the same force and
effect as a unanimous vote of such directors.
Section 12. Resignation. Any director may resign effective upon giving
written notice to the Chairman of the Board, the President, the Secretary or the
Board of the corporation, unless the notice specifies a later time for the
effectiveness of such resignation. If the resignation is effective at a future
time, a successor may be elected to take office when the resignation becomes
effective.
Section 13. Vacancies. Except for a vacancy created by the removal of a
director, vacancies on the Board may be filled by a majority of the directors
then in office, whether or not less than a quorum, or by a sole remaining
director. Vacancies occurring in the Board by reason of the removal of directors
may be filled only by approval of the shareholders. The shareholders may elect a
director at any time to fill any vacancy not filled by the directors. Any such
election by written consent other than to fill a vacancy created by removal
requires the consent of a majority of the outstanding shares entitled to vote.
No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of his term of office.
Section 14. Adjournment. A majority of the directors present, whether
or not a quorum is present, may adjourn any meeting to another time and place.
If the meeting is adjourned for more than 24 hours, notice of any adjournment to
another time or place shall be
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given prior to the time of the adjourned meeting to the directors who were not
present at the time of the adjournment. Such notice need not comply with the
time in which notice must be given prior to a meeting as required by Section 7
of Article II of the Bylaws, but should be given as far in advance as is
reasonably practicable under all the circumstances existing at the time of
adjournment.
Section 15. Visitors. No person other than a director may attend any
meeting of the Board without the consent of a majority of the directors present;
provided, however, that a representative of legal counsel for the corporation
and a representative of the independent certified public accountant for the
corporation may attend any such meeting upon the invitation of any director.
Section 16. Fees and Compensation. Directors and members of committees
may receive such compensation for their services and such reimbursement for
expenses as may be fixed or determined by resolution of the Board.
Section 17. Committees. The Board may, by resolution adopted by a
majority of the authorized number of directors, designate one or more
committees, each consisting of two or more directors, to serve at the pleasure
of the Board. The Board may designate one or more directors as alternate members
of any committee, who may replace any absent member at any meeting of the
committee. The appointment of members or alternate members of a committee
requires the vote of a majority of the authorized directors. Any such committee,
to the extent provided in the resolution of the Board or in the Bylaws, shall
have all the authority of the Board, except with respect to:
(a) the approval of any action for which the General Corporation
Law also requires shareholders' approval or approval of the outstanding
shares;
(b) the filling of vacancies on the Board or in any committee;
(c) the fixing of compensation of the directors for serving on the
Board or on any committee;
(d) the amendment or repeal of Bylaws or the adoption of new
Bylaws;
(e) the amendment or repeal of any resolution of the Board which
by its express terms is not so amendable or repealable;
(f) a distribution to the shareholders of the corporation (as
defined in (ss.)166 of the General Corporation Law), except at a rate
or in the periodic amount or within a price range determined by the
Board; and
(g) the appointment of other committees of the Board or the
members thereof.
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ARTICLE III
OFFICERS
Section 1. Officers. The officers of the corporation shall be a
Chairman of the Board or a President, or both, a Secretary and a Chief Financial
Officer. The corporation may also have, at the discretion of the Board, one or
more Vice Presidents, one or more Assistant Secretaries and Assistant Financial
Officers, and such other officers as may be appointed in accordance with the
provisions of Section 3 of this Article. One person may hold two or more
offices.
Section 2. Election. The officers of the corporation, except such
officers as may be appointed in accordance with the provisions of Section 3 or
Section 5 of this Article, shall be chosen annually by the Board, and each shall
hold office until resignation or removal or other disqualification to serve, or
the election of a successor.
Section 3. Subordinate Officers. The Board may appoint, and may empower
the Chairman of the Board or President to appoint, such other officers as the
business of the corporation may require, each of whom shall hold office for such
period, have such authority and perform such duties as are provided in the
Bylaws or as the Board may from time to time determine.
Section 4. Removal and Resignation. Any officer may be removed, either
with or without cause, by action of the Board duly taken, or, except in case of
an officer chosen by the Board, by any officer upon whom such power of removal
may be conferred by the Board.
Any officer may resign at any time by giving written notice to the
corporation, to the attention of the Secretary. Any such resignation shall take
effect at the date of the receipt of such notice or at any later time specified
therein; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 5. Vacancies. A vacancy in any office shall be filled in the
manner prescribed in the Bylaws for regular appointments to such office.
Section 6. Chairman of the Board. The Chairman of the Board, if there
shall be such an officer, shall, if present, preside at all meetings of the
Board, cause minutes thereof to be taken, and exercise and perform such other
powers and duties as may be from time to time assigned to him by the Board or
prescribed by the Bylaws. In the event the corporation shall not have an elected
President, the Chairman of the Board shall also have the authority and perform
the duties as provided for the President in the following Section of this
Article.
Section 7. President. Subject to such supervisory powers, if any, as
may be given by the Board to the Chairman of the Board, if there is such an
officer, the President shall be the Chief Executive Officer of the corporation
and shall, subject to the control of the Board, have general supervision,
direction and control of the business and affairs of the corporation. In the
absence of the Chairman of the Board, or if there is none, the President shall
preside at all meetings of the Board. He shall be ex officio a member of all the
standing committees, including the Executive Committee, if any, and shall have
the general powers and duties of
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management usually vested in the office of President of a corporation, and shall
have such other powers and duties as may be prescribed by the Board or the
Bylaws.
Section 8. Vice President. In the absence or disability of the
President, the Vice Presidents in order of their rank as fixed by the Board or,
if not ranked, the Vice President designated by the Board, shall perform all the
duties of the President, or, if there be none, the Chairman of the Board, and
when so acting shall have all the powers of, and be subject to all the
restrictions upon, the President or Chairman of the Board. The Vice Presidents
shall have such other powers and perform such other duties as from time to time
may be prescribed for each of them by the Board or the Bylaws.
Section 9. Secretary. The Secretary shall keep or cause to be kept at
the principal executive office a book of minutes of all meetings and consents to
action without a meeting of directors, committees and shareholders, with the
time and place of holding, whether regular or special, and, if special, how
authorized, the notice thereof given, the names of those present at directors'
and committee meetings, the number of shares present or represented at
shareholders' meetings, and the proceedings thereof.
The Secretary shall keep, or cause to be kept, at the principal
executive office or at the office of the corporation's transfer agent or
registrar, a record of its shareholders showing the names of the shareholders
and their addresses, the number and classes of shares held by each, the number
and date of certificates issued for the same, and the number and date of
cancellation of every certificate surrendered for cancellation.
The Secretary shall give, or cause to be given, notice of all the
meetings of the shareholders and of the Board required by the Bylaws or by law
to be given.
The Secretary shall keep the seal of the corporation in safe custody,
and shall have such other powers and perform such other duties as may be
prescribed by the Board or by the Bylaws.
Section 10. Chief Financial Officer. The Chief Financial Officer shall
keep and maintain, or cause to be kept and maintained, adequate and correct
accounts of the properties and business transactions of the corporation,
including changes in financial position, accounts of its assets, liabilities,
receipts, disbursements, gains, losses, capital, surplus and shares. Any surplus
shall be classified according to source and shown in a separate account.
The Chief Financial Officer shall deposit all monies and other
valuables in the name and to the credit of the corporation with such
depositaries as may be designated by the Board. He shall disburse the funds of
the corporation as may be ordered by the Board or by any officer having
authority therefor, shall render to the President and directors, whenever they
request it, an account of all of his transactions and of the financial condition
of the corporation, and shall have such other powers and perform such other
duties as may be prescribed by the Board or the Bylaws.
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ARTICLE IV
MISCELLANEOUS
Section 1. Loans to or Guaranties for the Benefit of Officers or
Directors; Loans upon the Security of Shares of the Corporation.
(a) Except as expressly provided in subsection (b) hereof, the
corporation shall not make any loan of money or property to or
guarantee the obligation of:
(1) any director or officer of the corporation or of its
parent or any subsidiary, or
(2) any person upon the security of shares of the corporation
or of its parent, unless the loan or guaranty is otherwise
adequately secured, except by the vote of the holders of a
majority of the shares of all classes, regardless of limitations
or restrictions on voting rights, other than shares held by the
benefited director, officer or shareholder.
(b) The corporation may lend money to, or guarantee any obligation
of or otherwise assist any officer or other employee of the corporation
or of any subsidiary, including any officer or employee who is also a
director, pursuant to an employee benefit plan (including, without
limitation, any stock purchase or stock option plan) available to
executives or other employees, whenever the Board determines that such
loan or guaranty may reasonably be expected to benefit the corporation.
If such plan includes officers or directors, it shall be approved by
the shareholders after disclosure of the right under such plan to
include officers or directors thereunder. Such loan or guaranty or
other assistance may be with or without interest and may be unsecured
or secured in such manner as the Board shall approve, including,
without limitation, a pledge of shares of the corporation. The
corporation may advance money to a director or officer of the
corporation or of its parent or any subsidiary for expenses reasonably
anticipated to be incurred in the performance of the duties of such
director or officer, provided that in the absence of such advance such
director or officer would be entitled to be reimbursed for such
expenses by such corporation, its parent or any subsidiary.
Section 2. Record Date and Closing Stock Books. When a record date is
fixed, only shareholders of record on that date are entitled to notice of and to
vote at the meeting or to receive a dividend, distribution, or allotment of
rights, or to exercise the rights, as the case may be, notwithstanding any
transfer of any shares on the books of the corporation after the record date.
The Board may close the books of the corporation against transfers of
shares during the whole or any part of a period not more than 60 days prior to
the date of a shareholders' meeting, the date when the right to any dividend,
distribution, or allotment of rights vests, or the effective date of any change,
conversion or exchange of shares.
Section 3. Inspection of Corporate Records. The record of shareholders,
the accounting books and records of the corporation, and minutes of proceedings
of the shareholders,
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the Board and committees of the Board shall be open to inspection upon the
written demand of any shareholder or holder of a voting trust certificate, at
any time during usual business hours for a purpose reasonably related to his
interests as a shareholder or as the holder of a voting trust certificate. Such
inspection may be made in person or by an agent or attorney, and shall include
the right to copy and make extracts. Demand of inspection shall be made in
writing upon the corporation to the attention of the Secretary.
A shareholder or shareholders holding at least five percent in the
aggregate of the outstanding voting shares of the corporation or who hold at
least one percent of such voting shares and have filed a Schedule 14-B with the
United States Securities and Exchange Commission relating to the election of
directors of the corporation shall have an absolute right to access to a list of
shareholders as provided in (ss.)1600(a) of the General Corporation Law.
Section 4. Waiver of Annual Report. The annual report to shareholders
referred to in Section 1501 of the General Corporation Law is expressly waived,
but nothing herein shall be interpreted as prohibiting the Board from issuing
annual or other periodic reports to the shareholders of the corporation as they
deem appropriate.
Section 5. Execution of Contracts. Any contract or other instrument in
writing entered into by the corporation, when signed by the Chairman of the
Board, the President or any Vice President and the Secretary, any Assistant
Secretary, the Chief Financial Officer or any Assistant Financial Officer is not
invalidated as to the corporation by any lack of authority of the signing
officers in the absence of actual knowledge on the part of the other party to
the contract or other instrument that the signing officers had no authority to
execute the same. Contracts or other instruments in writing made in the name of
the corporation which are authorized or ratified by the Board, or are done
within the scope of authority, actual or apparent, conferred by the Board or
within the agency power of the officer executing it, bind the corporation.
Section 6. Share Certificates. A certificate or certificates for shares
of the capital stock of the corporation shall be issued to each shareholder when
any such shares are fully paid. Every shareholder in the corporation shall be
entitled to have a certificate signed in the name of the corporation by the
Chairman of the Board or the President or a Vice President and by the Chief
Financial Officer or an Assistant Financial Officer or the Secretary or any
Assistant Secretary, certifying the number of shares and the class or series of
shares owned by the shareholders. Any or all of the signatures on the
certificate may be facsimile.
The corporation may issue the whole or any part of its shares as partly
paid and subject to call for the remainder of the consideration to be paid
therefor. On the certificates issued to represent any partly paid shares the
total amount of the consideration to be paid therefor and the amount paid
thereon shall be stated.
No new certificate for shares shall be issued in lieu of an old
certificate unless the latter is surrendered and cancelled at the same time;
provided, however, that a new certificate may be issued without the surrender
and cancellation of the old certificate if:
(a) the old certificate is lost, stolen or destroyed;
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(b) the request for the issuance of the new certificate is made
within a reasonable time after the owner of the old certificate has
notice of its loss, destruction, or theft;
(c) the request for the issuance of a new certificate is made
prior to the receipt of notice by the corporation that the old
certificate has been acquired by a bona fide purchaser; and
(d) the owner satisfies any other reasonable requirements imposed
by the corporation including, at the election of the Board, the filing
of sufficient indemnity bond or undertaking with the corporation or its
transfer agent. In the event of the issuance of a new certificate, the
rights and liabilities of the corporation, and of the holders of the
old and new certificates, shall be governed by the provisions of
(ss.)(ss.)8104 and 8405 of the California Commercial Code.
Section 7. Representation of Securities of Others. Unless otherwise
determined by the Board or the Executive Committee, the President, or any other
officer of the corporation designated in writing by the President, is authorized
to vote, represent and exercise on behalf of the corporation all rights incident
to any and all securities of any other person or entity standing in the name of
the corporation. The authority herein granted may be exercised either in person,
or by proxy.
Section 8. Inspection of Bylaws. The corporation shall keep in its
principal executive or business office in this state, the original or a copy of
its Bylaws as amended to date, which shall be open to inspection by the
shareholders at all reasonable times during office hours.
Section 9. Employee Stock Purchase and Option Plans. The corporation
may adopt and carry out a stock purchase plan or agreement or stock option plan
or agreement providing for the issue and sale for such consideration as may be
fixed of its unissued shares, or of issued shares acquired or to be acquired, to
one or more of the employees or directors of the corporation or of a subsidiary
or to a trustee on their behalf and for the payment for such shares in
installments or at one time, and may provide for aiding any such persons in
paying for such shares by compensation for services rendered, promissory notes
or otherwise.
A stock purchase plan or agreement or stock option plan or agreement
may include, among other features, the fixing of eligibility for participation
therein, the class and price of shares to be issued or sold under the plan or
agreement, the number of shares which may be subscribed for, the method of
payment therefor, the reservation of title until full payment therefor, the
effect of the termination of employment, an option or obligation on the part of
the corporation to repurchase the shares upon termination of employment, subject
to the provisions of Chapter 5 of the California Corporations Code, restrictions
upon transfer of the shares and the time limits of and termination of the plan.
Section 10. Construction and Definitions. Unless the context otherwise
requires, the general provisions, rules of construction and definitions
contained in the California General Corporation Law shall govern the
construction of these Bylaws. Without limiting the generality of the foregoing,
the masculine gender includes the feminine and neuter, the singular number
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includes the plural and the plural number includes the singular, and the term
"person" includes a corporation as well as a natural person.
Section 11. Indemnification of Corporate Agents. The corporation shall
have power to indemnify any person who is or was an agent of the corporation as
provided in (ss.)317 of the California General Corporation Law.
Section 12. Annual Statement of General Information. The corporation
shall, during the period commencing in August and ending in January of each
year, file with the Secretary of State of the State of California, on the
prescribed form, a statement setting forth the number of vacancies on the Board,
if any, the names and complete business or residence addresses of all incumbent
directors, the Chief Executive Officer, Secretary and Chief Financial Officer,
the street address of its principal executive office or principal business
office in this state and the general type of business constituting the principal
business activity of the corporation, together with a designation of the agent
of the corporation for the purpose of service of process, all in compliance with
Section 1502 of the Corporations Code of California.
ARTICLE V
AMENDMENTS TO BYLAWS
Section 1. Power of Shareholders. New Bylaws may be adopted or these
Bylaws may be amended or repealed by the vote or written consent of shareholders
entitled to exercise a majority of the voting power of the corporation.
Section 2. Power of Directors. Subject to the right of shareholders as
provided in Section 1 of this Article to adopt, amend or repeal Bylaws, Bylaws
may be adopted, amended or repealed by the Board provided, however, that after
the issuance of shares a Bylaw specifying or changing a fixed number of
directors or the maximum or minimum number or changing from a fixed to a
variable Board or vice versa may only be adopted by the vote or written consent
of shareholders entitled to exercise a majority of the voting power of the
corporation.