Exhibit 3.84
BYLAWS
OF
BLUE ACQUISITION CORP.
TABLE OF CONTENTS
OF THE BYLAWS OF
BLUE ACQUISITION CORP.
ARTICLE 1 Identification..........................................................................................1
Section 1.01 Name ................................................................................1
Section 1.02 Registered Office and Resident Agent.................................................1
Section 1.03 Other Offices........................................................................1
Section 1.04 Fiscal Year..........................................................................1
ARTICLE 2 Capital Stock...........................................................................................1
Section 2.01 Consideration for Shares.............................................................1
Section 2.02 Certificates Representing Shares.....................................................1
Section 2.03 Transfer of Stock....................................................................1
Section 2.04 Regulations..........................................................................2
ARTICLE 3 The Stockholders........................................................................................2
Section 3.01 Place of Stockholder Meetings........................................................2
Section 3.02 Annual Stockholder Meeting...........................................................2
Section 3.03 Special Stockholder Meetings.........................................................2
Section 3.04 Business at Meetings of Stockholders.................................................2
Section 3.05 Notice of Stockholder Meetings.......................................................3
Section 3.06 Record Date and Closing Stock Books..................................................3
Section 3.07 Stock List...........................................................................4
Section 3.08 Stockholder Quorum...................................................................4
Section 3.09 Adjourned Stockholder Meetings.......................................................4
Section 3.10 Voting ..............................................................................4
Section 3.11 Action Without Meeting...............................................................5
Section 3.12 Proxies..............................................................................5
Section 3.13 Definition of "Stockholder"..........................................................5
ARTICLE 4 The Board of Directors..................................................................................5
Section 4.01 Number; Term; Election...............................................................5
Section 4.02 Vacancies............................................................................6
Section 4.03 Annual Meeting.......................................................................6
Section 4.04 Regular Meetings.....................................................................6
Section 4.05 Other Meetings.......................................................................6
Section 4.06 Notice of Adjourned Meetings.........................................................7
Section 4.07 Entry of Notice......................................................................7
Section 4.08 Waiver of Notice.....................................................................7
Section 4.09 Quorum ..............................................................................7
Section 4.10 Participation in Meetings by Telephone...............................................7
Section 4.11 Adjournment..........................................................................7
Section 4.12 Action Without Meeting...............................................................7
Section 4.13 Fees and Compensation................................................................8
Section 4.14 Limitation of Liability..............................................................8
Section 4.15 Indemnification; Advancement of Expenses.............................................8
Section 4.16 Indemnification of Employees and Agents..............................................9
Section 4.17 Insurance............................................................................9
Section 4.18 Powers of Board of Directors.........................................................9
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Section 4.19 Committees...........................................................................9
Section 4.20 Audit Committee......................................................................9
ARTICLE 5 The Officers............................................................................................9
Section 5.01 Officers.............................................................................9
Section 5.02 Election............................................................................10
Section 5.03 Subordinate Officers................................................................10
Section 5.04 Removal and Resignation.............................................................10
Section 5.05 Vacancies...........................................................................10
Section 5.06 Chairman of the Board...............................................................10
Section 5.07 Corporate Bank Accounts.............................................................10
Section 5.08 Transfers of Authority..............................................................11
ARTICLE 6 Miscellaneous..........................................................................................11
Section 6.01 Checks, Drafts, etc.................................................................11
Section 6.02 Contracts, etc., How Executed.......................................................11
Section 6.03 Lost Certificates of Stock..........................................................11
Section 6.04 Representation of Shares............................................................11
Section 6.05 Inspection of Bylaws................................................................12
ARTICLE 7 Amendments.............................................................................................12
Section 7.01 Power of Stockholders...............................................................12
Section 7.02 Power of Directors..................................................................12
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BYLAWS
OF
BLUE ACQUISITION CORP.
ARTICLE 1
IDENTIFICATION
Section 1.01 Name. The name of the Corporation is Blue Acquisition
Corp.
Section 1.02 Registered Office and Resident Agent. The address of the
registered office of the Corporation is 6100 Neil Road, Suite 500, Reno, Nevada.
The name of the resident agent at such address is The Corporation Trust Company
of Nevada. The registered office and resident agent may be changed at any time
by the Board of Directors.
Section 1.03 Other Offices. The principal business office of the
Corporation shall be established by the Board of Directors and branch or
subordinate offices may be established by the Board of Directors.
Section 1.04 Fiscal Year. The fiscal year of the Corporation will be
determined by resolution of the Board of Directors.
ARTICLE 2
CAPITAL STOCK
Section 2.01 Consideration for Shares. The capital stock may be issued
for such consideration as shall be fixed from time to time by the Board of
Directors. Treasury shares may be disposed of by the Corporation for such
consideration as may be fixed from time to time by the Board of Directors.
Section 2.02 Certificates Representing Shares. Each stockholder is
entitled to a certificate in such form as may be required by applicable law
signed by the Chief Executive Officer, President or a Vice President, and the
Secretary (or an Assistant Secretary), certifying the number of shares owned by
the stockholder in the Corporation.
In case any officer or officers who shall have signed, or whose
facsimile signature or signatures shall have been used on, any certificate or
certificates shall cease to be an officer or officers of the Corporation,
whether because of death, resignation or otherwise, before the certificate or
certificates shall have been delivered by the Corporation, the certificate or
certificates may nevertheless be adopted by the Corporation and be issued and
delivered as though the person or persons who signed the certificate or
certificates, or whose facsimile signature or signatures shall have been used
thereon, had not ceased to be an officer or officers of the Corporation.
Section 2.03 Transfer of Stock. Transfers of stock shall be made only
upon the transfer books of the Corporation kept in an office of the Corporation
or by transfer agents designated to transfer shares of the stock of the
Corporation.
Section 2.04 Regulations. The issue, transfer, conversion and
registration of certificates of stock shall be governed by such other
regulations as the Board of Directors may establish.
ARTICLE 3
THE STOCKHOLDERS
Section 3.01 Place of Stockholder Meetings. Meetings of the
stockholders shall be held at the principal executive offices of the
Corporation, or at such other place as may be designated by the Chairman of the
Board, Chief Executive Officer, President or the Board of Directors.
Section 3.02 Annual Stockholder Meeting. The annual meeting of the
stockholders shall be held on such date and at such time as the Board of
Directors shall fix for the purposes of electing Directors and transacting such
other business as may properly be brought before the meeting.
Section 3.03 Special Stockholder Meetings. Subject to any restrictions
or limitations expressed in the Articles of Incorporation, any special
stockholders' meetings may be called only by the Board of Directors, and shall
be held on such date and at such time as shall be fixed by resolution. Written
notice of a special meeting of stockholders stating the time and place and
object thereof shall be given to each stockholder entitled to vote at such
meeting not less then ten (10) days nor more than sixty (60) days before such
meeting, unless a greater period of notice is required by statute. Such notice
and/or the timing of notice requirement may be waived.
Section 3.04 Business at Meetings of Stockholders. Except as otherwise
provided by law (including but not limited to Rule 14a-8 of the Securities
Exchange Act of 1934, as amended, or any successor provision thereto, if
applicable) or in these Bylaws, the business which shall be conducted at any
meeting of the stockholders shall (a) have been specified in the written notice
of the meeting (or any supplement thereto) given by the Corporation, (b) be
brought before the meeting at the direction of the Board of Directors or the
presiding officer of the meeting, or (c) have been specified in a written notice
given to the Secretary of the Corporation by or on behalf of any stockholder who
shall have been a stockholder of record on the record date for such meeting and
who shall continue to be entitled to vote thereat (the "Stockholders Notice"),
in accordance with all of the following requirements:
(1) Each Stockholder Notice must be delivered to, or mailed and
received at, the principal executive offices of the Corporation:
(i) in the case of an annual meeting that is called for a
date that is within thirty (30) days before or after the
anniversary date of the immediately preceding annual meeting of
stockholders, not less than sixty (60) days nor more than ninety
(90) days prior to such anniversary date; and
(ii) in the case of an annual meeting that is called for a
date that is not within thirty (30) days before or after the
anniversary date of the immediately preceding annual meeting, not
later than the close of business on the tenth day
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following the day on which notice of the date of the meeting was
mailed or public disclosure of the date of the meeting was made,
whichever occurs first; and
(2) Each such Stockholder Notice must set forth each of the
following:
(i) the name and address of the stockholder who intends to
bring the business before the meeting;
(ii) the general nature of the business which he or she seeks
to bring before the meeting; and
(iii) a representation that the stockholder is a holder of
record of the stock of the Corporation entitled to vote at such
meeting and intends to appear in person or by proxy at the meeting
to bring the business specified in the notice before the meeting.
The presiding officer of the meeting may, in his or her sole
discretion, refuse to acknowledge any business proposed by a stockholder not
made in compliance with the foregoing procedure.
Section 3.05 Notice of Stockholder Meetings. Written notice stating the
place, day and hour of a stockholders' meeting must be delivered not less than
ten (10) days, nor more than sixty (60) days before the date of the meeting,
either personally, or by mail, or by other means of written communication,
charges prepaid, by or at the direction of the Chairman of the Board, Chief
Executive Officer, President, or Secretary, to each stockholder of record
entitled to vote at the meeting. If mailed, the notice shall be considered to be
delivered when deposited in the United States mail addressed to the stockholder
at the stockholder's address as it appears on the stock transfer books of the
Corporation, with postage prepaid. If a stockholder gives no address, notice
shall be deemed to have been given to the stockholder if sent by mail or other
written communication addressed to the place where the Corporation's registered
office is located, or if published at least once in some newspaper of general
circulation in the county in which the Corporation's registered office is
located. Waiver by a stockholder in writing of notice of a meeting is equivalent
to giving notice. Attendance by a stockholder, without objection to the notice,
whether in person or by proxy, at a meeting is a waiver of notice of the
meeting. An entry in the minutes of any meeting of stockholders, whether annual
or special, to the effect that notice has been duly given shall be conclusive
and incontrovertible evidence that due notice of the meeting was given to all
stockholders as required by law and these Bylaws.
Section 3.06 Record Date and Closing Stock Books. The Board of
Directors may fix a time in the future, as a record date for the determination
of the stockholders entitled to notice of and to vote at any meeting of
stockholders, or entitled to receive any dividend or distribution, or any
allotment of rights, or to exercise rights in respect to any change, conversion
or exchange of shares. The record date so fixed shall not be more than sixty
(60) days prior to the date of the meeting or event for the purposes of which it
is fixed. When a record date is so fixed, only stockholders of record on that
date shall be entitled to notice of and to vote at the meeting, or to receive
the 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
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the record date. The Board of Directors may close the books of the Corporation
against transfers of shares during the whole or any part of the sixty (60) day
period.
Section 3.07 Stock List. A complete list of all stockholders entitled
to vote at any meeting of stockholders, arranged in alphabetical order for each
class of stock and showing the address of each such stockholder and the number
of shares registered in his or her name, shall be open to the examination of any
such stockholder, for any purpose germane to the meeting, during ordinary
business hours for period of at least ten (10) days prior to the meeting, either
at a place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or if not so specified, at the place
where the meeting is to be held.
Section 3.08 Stockholder Quorum. A majority of the shares entitled to
vote on any matter, represented in person or by proxy, is a quorum at a
stockholders' meeting, unless or except to the extent that the presence of a
larger number may be required by law. Where separate vote by a class or classes
is required, a majority of the shares of such class or classes present in person
or represented by proxy shall constitute a quorum entitled to take action with
respect to that vote on that matter. The stockholders present at a duly
organized meeting may continue to do business until adjournment, notwithstanding
the withdrawal of enough stockholders to leave less than a quorum.
Section 3.09 Adjourned Stockholder Meetings. Any stockholders' meeting,
whether annual or special, whether or not a quorum is present, may be adjourned
from time to time by the vote of a majority of the shares, the holders of which
are either present in person or represented by proxy, but in the absence of a
quorum no other business may be transacted at any stockholders' meeting.
When any stockholders' meeting, either annual or special, is adjourned
for thirty (30) days or more, notice of the adjourned meeting shall be given as
in the case of an original meeting. As to any adjournment of less than thirty
(30) days, it shall not be necessary to give any notice of the time and place of
the adjourned meeting or of the business to be transacted, other than by
announcement at the meeting at which the adjournment is taken.
Section 3.10 Voting. Except as otherwise provided by law, only persons
in whose names shares entitled to vote stand on the stock registry of the
Corporation on the day prior to any stockholders' meeting, or, if a record date
for voting purposes is fixed as provided in Section 3.06 of these Bylaws, then
on that record date, shall be entitled to vote at the meeting. Unless otherwise
directed by the presiding officer, voting shall be by ballots, each of which
shall state the name of the stockholder or the stockholder's proxy voting the
shares and such other information as may be required under the procedure
established for the meeting. The Corporation may, and to the extent required by
law shall, in advance of any meeting of stockholders, appoint one or more
inspectors to act at the meeting and make written report thereof. Each vote
taken by ballots shall be counted by an inspector or inspectors appointed by the
chairman of the meeting.
Except as otherwise provided by law or by an express provision in the
Articles of Incorporation, or of any Certificate of Designation for a series of
Preferred Stock, each full share is entitled to one vote and, when a quorum is
present at the commencement of any stockholders'
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meeting, a matter is approved if the votes cast, in person or by proxy, favoring
the action exceed the votes cast against the action. Fractional shares shall not
be entitled to any voting rights whatsoever.
Section 3.11 Action Without Meeting. Subject to any restrictions or
limitations expressed in the Articles of Incorporation and under applicable law,
any action which, under applicable provisions of law, may be taken or ratified
at a meeting of the stockholders, may be taken or ratified without a meeting if
approved by the written consent of stockholders holding at least a majority of
the voting power of the Corporation, except that if a different proportion of
voting power is required for such an action at a meeting, then that proportion
of written consents is required. If voting by a class or series of stockholders
is permitted or required, an act by the stockholders of each class or series is
approved if a majority of the voting power of a quorum of the class or series
votes for the action by written consent. In no instance where action is taken by
such written consent need a meeting of the stockholders be called or noticed.
The Board of Directors may fix a record date to determine the stockholders
entitled to sign the written consent. If no record date has been fixed by the
Board of Directors, the record date for determining stockholders entitled to
consent to corporate action in writing without a meeting, when no prior action
by the Board of Directors is required by the Nevada General Corporation Law,
shall be the earliest date that a stockholder signed the written consent. All
written consents shall be filed with the minutes of the proceeding of the
stockholders.
Section 3.12 Proxies. Every person entitled to vote or execute consents
shall have the right to do so either in person or by an agent or agents
authorized by a written proxy executed by the person or by the person's duly
authorized agent and filed with the Secretary of the Corporation; provided, that
no proxy shall be valid after the expiration of six (6) months from the date of
its execution unless the person executing it specified therein the length of
time for which the proxy is to continue in force, which in no event shall exceed
seven (7) years from the date of its execution.
Section 3.13 Definition of "Stockholder". As used in these Bylaws, the
term "stockholder", and any term of like import, shall include all persons
entitled to vote the shares held by a stockholder, unless the context in which
the term is used indicates that a different meaning is intended.
ARTICLE 4
THE BOARD OF DIRECTORS
Section 4.01 Number; Term; Election. The number, term and classes (if
any) of Directors shall be fixed from time to time exclusively by the Board of
Directors pursuant to a resolution adopted by a majority of the total number of
authorized Directors (whether or not there exists any vacancies in previously
authorized directorships at the time any such resolution is presented to the
Board for adoption). Notwithstanding any stated term, all directors shall
continue in office until the election and qualification of their respective
successors in office or the expiration of the term of the directorship held by
the director. No decrease in the number of Directors shall have the effect of
shortening the terms of any incumbent director. Election of Directors need not
be by written ballot.
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Section 4.02 Vacancies. Any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of a majority of the remaining Directors
though less than a quorum of the Board of Directors was present, or by a sole
remaining Director. A Director elected to fill a vacancy shall be elected for
the unexpired term of the Director's predecessor in office.
A vacancy or vacancies in the Board of Directors shall be deemed to
exist in case of the death, resignation or removal of any Director, or if the
authorized number of Directors be increased, or if the stockholders fail at any
annual or special meeting of stockholders at which any Director or Directors are
elected to elect the full authorized number of Directors to be voted for at that
meeting, or if a vacancy is declared by the Board of Directors for any reason
permitted by law.
The stockholders may elect a Director or Directors at any time to fill
any vacancy or vacancies not filled by the Board of Directors. If the Board of
Directors accepts the resignation of a Director tendered to take effect at a
future time, the Board of Directors shall have power to elect a successor to
take office when the resignation is to become effective.
Section 4.03 Annual Meeting. Immediately after the annual meeting of
the stockholders, at the same place as the meeting of the stockholders or such
other place as may be provided in a notice thereof, the Board of Directors shall
meet each year for the purpose of organization, election of officers, and
consideration of any other business that may properly be brought before the
meeting. No notice of any kind to either old or new members of the Board of
Directors for this annual meeting shall be necessary unless the meeting is to be
held at a place other than the place of the meeting of the stockholders, in
which case notice of the place of the meeting shall be given as provided in
Section 4.06.
Section 4.04 Regular Meetings. Regular meetings of the Board of
Directors shall be held at the times and places within or without the State of
Nevada as may be designated from time to time by resolution of the Board of
Directors or by written consent of all members of the Board of Directors. No
notice of any kind to members of the Board of Directors for these regular
meetings shall be necessary unless the meeting is to be held at a place other
than the principal executive office of the Corporation, in which case notice of
the place of the meeting shall be given as provided in Section 4.05.
Section 4.05 Other Meetings. Other meetings of the Board of Directors
for any purpose or purposes maybe held at any time upon call by the Chairman of
the Board, Chief Executive Officer, President or, if any of the above listed
officers is absent or unable or refuses to act, by any Vice President or by any
two (2) Directors (or by the sole director, if he or she is a sole director of
the Corporation). The other meetings may be held at any place within or without
the State of Nevada as may be designated from time to time by resolution of the
Board of Directors or by written consent of all Directors.
Written notice of the time and place of other meetings shall be
delivered personally to each Director or sent to each Director by mail or other
form of written communication, charged prepaid, addressed to the Director at the
Director's address as it is shown upon the records of the Corporation or, if it
is not so shown on the Corporation's records
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or is not readily ascertainable, at the place in which the meetings of the
Directors are regularly held. In case the notice is mailed or telegraphed, it
shall be deposited in the United States mail or delivered to the telegraph
company in the place in which the principal executive office of the Corporation
is located at least twenty-four (24) hours prior to the time of the holding of
the meeting. In case the notice is delivered personally as above provided, it
shall be so delivered at least eight (8) hours prior to the time of the holding
of the meeting. The mailing, telegraphing or delivery as above provided shall
constitute due, legal and personal notice to the Director.
Section 4.06 Notice of Adjourned Meetings. Notice of the time and place
of holding an adjourned meeting need not be given to absent Directors if the
time and place be fixed at the meeting adjourned.
Section 4.07 Entry of Notice. An entry in the minutes of any special
meeting of the Board of Directors to the effect that notice has been duly given
shall be conclusive and incontrovertible evidence that due notice of the special
meeting was given to all Directors as required by law and by these Bylaws.
Section 4.08 Waiver of Notice. The transactions of any meeting of the
Board of Directors, however called and noticed or wherever held, shall be as
valid as though had at a meeting duly held after regular call and notice, if a
quorum be present, and if, either before or after the meeting, each of the
Directors not present signs a written waiver of notice or a consent to the
holding of the meeting or an approval of the minutes thereof. All such waivers,
consents or approvals shall be filed with the corporate records or made a part
of the minutes of the meeting.
Section 4.09 Quorum. A majority of the established number of Directors
shall be necessary to constitute a quorum for the transaction of business,
except to adjourn as hereinafter provided. 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 shall be regarded as the act of the Board of Directors unless a greater
number or different vote be required by the Articles of Incorporation, these
Bylaws or applicable law.
Section 4.10 Participation in Meetings by Telephone. Members of the
Board of Directors, or of any committee thereof, may participate in any meeting
of the Board of Directors or committee by means of telephone conference or
similar communications by which all persons participating in the meeting can
hear each other and such participation shall constitute presence in person at
such meeting.
Section 4.11 Adjournment. A quorum of the Directors may adjourn any
Directors' meeting to meet again at a stated day and hour; provided, however,
that in the absence of a quorum, a majority of the Directors present at any
Directors' meeting either regular or special, may adjourn from time to time
until the time fixed for the next regular meeting of the Board of Directors.
Section 4.12 Action Without Meeting. Any action required or permitted
to be taken by the Board of Directors under the Articles of Incorporation, these
Bylaws, or under applicable law, may be taken without a meeting if all members
of the Board of Directors shall
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individually or collectively consent, in writing, before or after the action, to
the action. Any action by written consent shall have the same force and effect
as a unanimous vote of all Directors. All written consents must be filed with
the Secretary.
Section 4.13 Fees and Compensation. Directors shall not receive any
stated salary for their services as Directors or as members of committees, but,
by resolution of the Board of Directors, a fixed fee, with or without expenses
of attendance, may be allowed to Directors for the Director's services. Nothing
herein contained shall be construed to preclude any Director from serving the
Corporation in any other capacity as an officer, agent, employee or otherwise,
and receiving compensation therefor.
Section 4.14 Limitation of Liability. To the fullest extent permitted
by law, a Director or an officer shall have no personal or individual liability
to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a Director or as an officer. Any amendment to or repeal of
this Section 4.14 shall not adversely affect any right or protection of a
Director or an officer of the Corporation for or with respect to any acts or
omissions of such director or officer occurring prior to such amendment or
repeal. In the event that the Nevada General Corporation Law is amended, after
the filing of the Articles of Incorporation, to authorize corporate action
further eliminated or limiting the personal liability of a Director or an
officer then the liability of each Director and each officer of the Corporation
shall be eliminated or limited to the fullest extent permitted by the Nevada
General Corporation Law, as so amended.
Section 4.15 Indemnification; Advancement of Expenses. The Corporation
shall indemnify each Director and each officer of the Corporation to the fullest
extent permitted by the Nevada General Corporation Law as the same exists or may
hereafter by amended.
The Corporation shall pay the expenses incurred by each Director and
each officer in defending any civil, criminal, administrative, or investigative
action, suit or proceeding in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of such
Director or officer to repay such amount if it should by ultimately determined
that he or she is not entitled to be indemnified by the Corporation as
authorized by Nevada General Corporation Law.
All rights to indemnification and to the advancement of expenses
granted herein shall be deemed to arise out of a contract between the
Corporation and each person who is entitled to indemnification from the
Corporation and this right may be evidenced by a separate contract between the
Corporation and each indemnified person; and such rights shall be effective in
respect of all actions commenced after the date of the commencement of the
corporate existence of the Corporation, whether arising from acts or omissions
occurring before or after such date.
Any amendment, modification or repeal of any of the provisions in this
Section 4.16 shall not adversely affect any right or protection of a director or
an officer of the Corporation for or with respect to any act or omission of such
director occurring prior to such amendment or repeal.
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Section 4.16 Indemnification of Employees and Agents. The Corporation
may, to the extent authorized from time to time by the Board of Directors, grant
rights to indemnification and to the advancement of expenses to any employee or
agent of the Corporation to the fullest extent permitted by the provisions of
Section 4.17 of these Bylaws, the Articles of Incorporation and Nevada General
Corporation Law.
Section 4.17 Insurance. The Corporation may purchase and maintain
insurance or make other financial arrangements on behalf of any person who is
entitled to be indemnified against any liability asserted or expense incurred by
such person in connection with any action, whether or not the Corporation would
have the power to indemnify such person against such liability or expense by law
or under the Articles of Incorporation or these Bylaws. Such other financial
arrangements may include, without limitation, the creation of a trust fund, the
establishment of a program of self-insurance, the grant of a security interest
or other lien on any assets of the Corporation, or the establishment of a letter
or credit, guaranty or surety, all to the extent not prohibited by applicable
law. The Corporation's indemnity of any person who is entitled to
indemnification shall be reduced by any amounts such person may collect with
respect to such liability (i) under any policy of insurance purchased and
maintained on his or her behalf by the Corporation or (ii) from any other entity
or enterprise served by such person.
Section 4.18 Powers of Board of Directors. The Board of Directors may,
except as otherwise provided or required by law, exercise all such powers and do
all such acts and things as may be exercised or done by the Corporation.
Section 4.19 Committees. The Board of Directors, by resolution passed
by a majority of the whole Board, may from time to time designate committees of
the Board of Directors, including, without limitation, Executive, Nomination,
Audit and Compensation Committees with such lawfully delegable powers and duties
as the Board of Directors may confer, to serve at the pleasure of the Board of
Directors and shall, for those committees and any other provided herein, elect
one or more directors to serve on such committees. Except as otherwise provided
in these Bylaws or by resolution of the Board of Directors, each committee may
fix its own rules of procedure and shall hold its meetings as provided by such
rules.
Section 4.20 Audit Committee. The Board of Directors may, by resolution
passed by a majority of the whole Board, create an Audit Committee. If created,
the majority of the members of the Audit Committee shall be independent
directors. The Audit Committee shall conduct appropriate reviews of all related
party transaction, review situations and transactions that may pose a potential
or actual conflicts of interest and perform such other responsibilities as the
Board of Directors may direct by resolution.
ARTICLE 5
THE OFFICERS
Section 5.01 Officers. The officers of the Corporation must include a
President, Treasurer and Secretary. The Corporation may also have, at the
discretion of the Board of Directors, a Chief Executive Officer, a Chief
Financial Officer, a Chairman, a Vice Chairman, one or more vice presidents, one
or more assistant treasurers, one or more assistance secretaries, and such other
officers as may be designated from time to time by the Board of Directors. Any
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number of offices may be held by the same person. The officers shall be elected
by the Board of Directors or appointed by officers granted powers of appointment
by the Board of Directors, subject to any powers of removal set forth as set
forth in Section 5.04. Officers need not be Directors.
Section 5.02 Election. The officers of the Corporation, except those
officers as may be appointed in accordance with the provisions of Section 5.03
or Section 5.05 of this Article, shall be elected annually by the Board of
Directors, and each shall hold office until the officer shall resign or shall be
removed or otherwise disqualified to serve, or the officer's successor shall be
elected and qualified; provided that officers may be elected at any time by the
Board of Directors, or, as permitted by Section 5.03 of this Article, appointed
by the Chairman of the Board, for the purpose of initially filling an office or
filling a newly created or vacant office.
Section 5.03 Subordinate Officers. The Board of Directors may elect,
and may empower any officer to appoint, such officers as the business of the
Corporation may require, each of whom shall hold office for the term, have the
authority and perform the duties as are provided in these Bylaws or as the Board
of Directors may from time to time determine.
Section 5.04 Removal and Resignation. Any officer may, subject to any
contractual arrangements between the officer and the Corporation, be removed,
either with or without cause, by a majority of the Directors in office at the
time, at any regular or special meeting of the Board of Directors, or, unless
otherwise specified by the Board of Directors, by the President or any other
officer upon whom a general or special power of removal may be conferred by the
Board of Directors.
Any officer may resign at any time by giving written notice to the
Board of Directors or to an officer of the Corporation. Any resignation shall
take effect at the date of the receipt of the notice or at any later time
specified therein, and, unless otherwise specified therein, the acceptance of a
resignation shall not be necessary to make it effective.
Section 5.05 Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in these Bylaws for regular appointments to that office.
Section 5.06 Chairman of the Board. The Chairman of the Board, if there
be such person, shall, if present, preside at all meetings of the Board of
Directors and the stockholders, and exercise and perform such other powers and
duties as may be from time to time assigned to him or her by the Board of
Directors or prescribed by these Bylaws. For purposes of these Bylaws, any sole
director of the Corporation shall have the powers of a Chairman of the Board.
Section 5.07 Corporate Bank Accounts. Bank accounts in the name of the
Corporation may be opened without the approval of the Board of Directors if
opened with the consent of both the Chief Executive Officer and the Chief
Financial Officer. The Chief Financial Officer shall inform the Board of
Directors of any bank account opened by the Chief Executive Officer and Chief
Financial Officer pursuant to the authority granted in this section at the next
meeting of the Board of Directors.
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Section 5.08 Transfers of Authority. In case of the absence of any
officer of the Corporation, or for any reason that the Board of Directors may
consider sufficient, the Board of Directors may transfer the powers or duties of
that officer to any other officer or to any employee of the Corporation.
ARTICLE 6
MISCELLANEOUS
Section 6.01 Checks, Drafts, etc. All checks, drafts, bonds, bills of
exchange, or other orders for payment of money, notes, or other evidences of
indebtedness issued in the name of or payable to the Corporation shall be signed
or endorsed by such person or persons and in such manner as, from time to time,
shall be determined by resolution of the Board of Directors.
Section 6.02 Contracts, etc., How Executed. The Board of Directors,
except as in these Bylaws otherwise provided, may authorize any officer or
officers, agent or agents, to enter into any contract or execute any instrument
or document in the name of and on behalf of the Corporation, and the authority
may be general or confined to specific instances. Unless otherwise specifically
determined by the Board of Directors or otherwise required by law, formal
contracts, promissory notes and other evidences of indebtedness, deeds of trust,
mortgages and corporate instruments or documents requiring the corporate seal,
and certificates for shares of stock owned by the Corporation shall be executed,
signed or endorsed by the President (or any Vice President) and by either the
Secretary (or any Assistant Secretary) or the Treasurer (or any Assistant
Treasurer). The Board of Directors may, however, authorize any one (1) of these
officers to sign any of such instruments, for and on behalf of the Corporation,
without necessity of countersignature; may designate officers or employees of
the Corporation, other than those named above, who may, in the name of the
Corporation, sign such instruments; and may authorize the use of facsimile
signatures for any of such persons. No officer, agent or employee shall have any
power or authority to bind the Corporation by any contract or engagement or to
pledge its credit to render it liable for any purpose or to any amount except as
specifically authorized in these Bylaws or by the Board of Directors in
accordance with these Bylaws.
Section 6.03 Lost Certificates of Stock. The Board of Directors may
direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the Corporation alleged to
have been lost, destroyed, or stolen, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost or destroyed.
When authorizing the issue of a new certificate or certificates, the Board of
Directors may, in its discretion, and as a condition precedent to the issuance
thereof, require the owner of the lost or destroyed certificate or certificates,
or the stockholder's legal representative, to advertise the same in any manner
as it shall require or give the Corporation a bond in any sum as it may direct
as indemnity against any claim that may be made against the Corporation with
respect to the certificate alleged to have been lost or destroyed, or both.
Section 6.04 Representation of Shares. The Chairman of the Board, Chief
Executive Officer, or the President (or any Vice President) and the Secretary
(or any Assistant Secretary) of this Corporation are authorized to vote,
represent and exercise on behalf of this Corporation all rights incident to any
and all shares of any other Corporation or Corporations standing in the name of
this Corporation. The authority herein granted to these officers to vote
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or represent on behalf of this Corporation any and all shares held by this
Corporation in any other Corporation or Corporations may be exercised either by
these officers in person or by any persons authorized so to do by proxy or power
of attorney duly executed by these officers.
Section 6.05 Inspection of Bylaws. The Corporation shall keep in its
registered office for the transaction of business the original or a copy of the
Bylaws as amended or otherwise altered to date, certified by the Secretary,
which shall be open to inspection by the stockholders at all reasonable times
during office hours.
ARTICLE 7
AMENDMENTS
Section 7.01 Power of Stockholders. New Bylaws may be adopted or these
Bylaws may be amended or repealed by the vote or written assent of stockholders
entitled to exercise a majority of the voting power of the Corporation, unless a
greater number is required by law, by the Articles of Incorporation or by these
Bylaws.
Section 7.02 Power of Directors. Subject to the right of stockholders
as provided in Section 7.01 of this Article 7 to adopt, amend or repeal Bylaws,
Bylaws may be adopted, amended, or repealed by the Board of Directors.
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EXHIBIT B
SPECIMEN SHARE CERTIFICATE OF THE CORPORATION
SEE ATTACHED