BYLAWS
OF
FPG ACQUISITION CORP.
A
DELAWARE CORPORATION
--------------
ARTICLE I
Stockholders
SECTION 1. Annual Meetings. The annual meeting of Stockholders for the
purpose of electing directors and for the transaction of such other business as
may be brought before the meeting shall be held at such time and such place
within or without the State of Delaware as shall be fixed, from time to time, by
the Board of Directors and stated in the notice of the meeting. Each successive
annual meeting shall be held on a date within thirteen months after the date of
the preceding annual meeting.
SECTION 2. Special Meetings. Special meetings of the stockholders may be
called at any time by the Chief Executive Officer, Chairman of the Board, a
majority of the Board of Directors or by a majority of the stockholders of
record of all shares entitled to vote. Special meetings shall be held on the
date and at the time and place either within or without the State of Delaware as
specified in the notice thereof.
SECTION 3. Notice of Meetings. Except as otherwise expressly required by
law or the Certificate of Incorporation, written notice stating the place and
time of the meeting and the purpose or purposes of such meeting, shall be given
by the Secretary to each stockholder entitled to vote thereat at his address as
it appears on the records of the Corporation not less than ten (10) nor more
than sixty (60) days prior to the meeting. Notice of any meeting of stockholders
shall not be required to be given to any stockholder who shall attend such
meeting in person or by proxy; and if any stockholder shall, in person or by
attorney thereunto duly authorized, waive notice of any meeting, in writing or
by telephone or facsimile, whether before or after such meeting be held, the
notice thereof need not be given to him. The attendance of any stockholder at a
meeting, in person or by proxy, without protesting prior to the conclusion of
the meeting the lack of notice of such meeting, shall constitute a waiver of
notice by him. Notice of any adjourned meeting of stockholders need not be given
except as provided in SECTION 5 of this Article I.
SECTION 4. Quorum. Subject to the provisions of law in respect of the vote
that shall be required for a specific action, the number of shares the holders
of which shall be present or represented by proxy at any meeting of stockholders
in order to constitute a quorum for the transaction of any business shall be at
least thirty three and one-third (33-1/3) percent of the total number of shares
issued and outstanding and entitled to vote at such meeting. Where a separate
vote by a class or classes is required, thirty three and one-third (33-1/3) of
the total number of the outstanding shares of such class or classes, present in
person or represented by proxy, shall constitute a quorum to take action with
respect to that vote on that matter.
SECTION 5. Adjournment. At any meeting of stockholders, whether or not
there shall be a quorum present, the holders of a majority of the shares present
and entitled to vote at the meeting, whether present in person at the meeting or
represented by proxy at the meeting, may adjourn the meeting from time to time.
Except as provided by law, notice of such adjourned meeting need not be given
otherwise than by announcement of the time and place of such adjourned meeting
at the meeting at which the adjournment is taken. At any adjourned meeting at
which a quorum shall be present, any business may be transacted which might have
been transacted at the meeting as originally called but only those stockholders
entitled to vote at the meeting as originally noticed shall be entitled to vote
at any adjournment or adjournments thereof.
SECTION 6. Organization. The Chairman of the Board or, in his absence or
non-election, the Vice Chairman or, in his absence or non-election, the
President or, in the absence of the foregoing officers, a Vice President shall
call meetings of the stockholders to order and shall act as Chairman of such
meetings. In the absence of all of the foregoing officers, holders of a majority
in number of the shares of the capital stock of the Corporation present in
person or represented by proxy and entitled to vote at such meeting shall elect
a Chairman, who may be the Secretary of the Corporation. The Secretary of the
Corporation shall act as secretary of all meetings of the stockholders; but in
the absence of the Secretary, the Chairman may appoint any person to act as
secretary of the meeting.
SECTION 7. Voting. Each stockholder shall, except as otherwise provided by
law or by the Certificate of Incorporation, at every meeting of the stockholders
be entitled to one vote in person or by proxy for each share of capital stock
entitled to vote held by such stockholder, but no proxy shall be voted on after
three years from its date, unless said proxy provides for a longer period.
Directors shall be elected by a plurality of the votes of the shares present in
person or represented by proxy at the meeting and entitled to vote on the
election of directors. Any other action shall be authorized by a vote of a
majority of the votes cast except as may be otherwise prescribed by law, the
Certificate of Incorporation or these By-laws. Voting need not be by ballot,
unless the Board of Directors in its discretion, or the officer of the
Corporation presiding at a meeting of stockholders, in his or her discretion,
may require that any votes cast at such meeting shall be cast by written ballot
and except as otherwise required by Article II of these By-laws.
SECTION 8. Stockholders List. The officer of the Corporation who has
charge of the stock ledger of the Corporation shall prepare and make a complete
list of the stockholders entitled to vote at any meeting of stockholders,
arranged in alphabetical order with the address of each and the
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number of shares held by each, which list shall be open to the examination of
any stockholder, for any purpose germane to the meeting during ordinary business
hours, for a period of at least ten 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. The list shall also be produced and kept at the time and
place of the meeting during the whole thereof and may be inspected by any
stockholder who is present. The stock ledger of the Corporation shall be the
only evidence as to who are the stockholders entitled to examine the ledger, the
list required by this Section 8 of Article I or the books of the Corporation, or
to vote in person or by proxy at any meeting of stockholders.
SECTION 9. Address of Stockholders. Each stockholder shall designate to
the Secretary of the Corporation an address at which notices of meetings and all
other corporate notices may be served upon or mailed to him, and if any
stockholder shall fail to designate such address, corporate notices may be
served upon him by mail directed to him at his last known post office address.
SECTION 10. Inspectors of Election. The Board of Directors may at any time
appoint one or more persons to serve as Inspectors of Election at the next
succeeding annual meeting of stockholders or at any other meeting or meetings
and the Board of Directors may at any time fill any vacancy in the office of
Inspector. If the Board of Directors fails to appoint Inspectors, his office
becomes vacant and be not filled by the Board of Directors, the Chairman of any
meeting of the stockholders may appoint one or more temporary Inspectors for
such meeting. All proxies shall be filed with the Secretary of the Corporation
or the Inspectors of Election of the meeting before being voted upon.
SECTION 11. Action by Consent. Unless otherwise provided in the
Certificate of Incorporation any action required or permitted to be taken at any
meeting of stockholders may be taken without a meeting, without prior notice and
without a vote if a consent in writing, setting forth the action so taken, shall
be signed by the holders of all of the outstanding voting stock of the
Corporation. In addition, any action required or permitted to be taken at any
annual or special meeting of stockholders may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing. Action taken pursuant to this
paragraph shall be subject to the provisions of Section 228 of the General
Corporation Law.
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ARTICLE II
Board of Directors
SECTION 1. General Powers. The property, affairs and business of the
Corporation shall be managed by or under the direction of the Board of
Directors. The Board of Directors shall have the power and authority to
authorize the officers of the Corporation to enter into such agreements as the
Board of Directors shall deem appropriate including the power and authority to
authorize the seal of the Corporation to be affixed to all papers that may
require it.
SECTION 2. Number, Qualification and Term of Office. The number of
directors shall be at least three and not more than six, which number shall be
fixed by the Board of Directors from time to time, except as may otherwise be
provided in the Certificate of Incorporation of the Corporation. Directors need
not be stockholders. Each director shall hold office for the term for which he
is appointed or elected and until his successor shall have been elected and
shall qualify, or until his death or until he shall resign or shall have been
removed in the manner hereinafter provided. Directors need not be elected by
ballot, except upon demand of any stockholder. The Chairman of the Board, if one
be elected, and the Vice Chairman of the Board, if one be elected, shall be
chosen from among the directors.
SECTION 3. Quorum and Manner of Action. Except as otherwise provided by
law or these Bylaws, a majority of the entire Board of Directors shall be
required to constitute a quorum for the transaction of business at any meeting,
and the act of a majority of the entire Board of Directors shall be the act of
the Board of Directors. In the absence of a quorum, a majority of the directors
present may adjourn any meeting from time to time until a quorum be had. Notice
of any adjourned meeting need not be given. The directors shall act only as a
board and individual directors shall have no power as such. In the event that
the Board of Directors shall be unable to take action on any matter because of a
deadlock, upon the motion of any director the matter shall be submitted to a
vote of the stockholders. Any action so approved by a majority vote of the
stockholders shall be the action of the Board of Directors, however, any
director who voted against the action taken by the stockholders prior to the
submission of such matter to the stockholders may, within 10 days following such
stockholder vote, dissent in writing to such action to the Secretary of the
Corporation, who shall enter such dissent in the minutes of the Corporation.
SECTION 4. Place of Meeting, etc. The Board of Directors may hold its
meetings, have one or more offices and keep the books and records of the
Corporation at such place or places within or without the State of Delaware as
the Board may from time to time determine or as shall be specified or fixed in
the respective notices or waivers of notice thereof.
SECTION 5. Regular Meetings. A regular meeting of the Board of Directors
shall be held for the election of officers and the transaction of other business
as soon as practicable after each annual meeting of stockholders, and other
regular meetings of said Board shall be held at times and places as said Board
shall direct. No notice shall be required for any regular meeting of the Board
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of Directors but a copy of every resolution fixing or changing the time or place
of regular meetings shall be mailed to every director at least three days before
the first meeting held in pursuance thereof.
SECTION 6. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board, the Chief Executive Officer, or any
one Director. The Secretary or any Assistant Secretary shall give notice of the
time and place of each special meeting by mailing a written notice of the same
to each director at his last known post office address at least three (3)
business days before the meeting or by causing the same to be delivered
personally or to be transmitted by telecopies, overnight mail, telegraph, cable,
wireless, telephone or orally at least twenty-four hours before the meeting to
each director. In the event the Secretary or Assistant Secretary shall fail to
give the notice of a Special Meeting called in accordance with this Section, the
person who called such meeting shall be empowered to give notice of such meeting
in accordance with the immediately preceding sentence.
SECTION 7. Action by Consent. Any action required or permitted to be taken
at any meeting of the Board of any committee thereof may be taken without a
meeting, if a written consent thereto is signed by all members of the Board or
of such committee, as the case may be, and such written consent is filed with
the minutes of proceedings of the Board or committee.
SECTION 8. Organization. At each meeting of the Board of Directors, the
Chairman of the Board or in his absence, the Vice Chairman of the Board, or in
his absence, the President, or in his absence or non-election, a director chosen
by a majority of the directors present shall act as Chairman. The Secretary or,
in his absence, an Assistant Secretary or, in the absence of both the Secretary
and an Assistant Secretary, any person appointed by the Chairman shall act as
Secretary of the meeting.
SECTION 9. Resignations. Any director of the Corporation may resign at any
time by giving written notice to the Board of Directors, the President or the
Secretary of the Corporation. The resignation of any director shall take effect
at the time specified therein; and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
SECTION 10. Removal of Directors. Except as otherwise provided by law, any
director may be removed for cause, by the affirmative vote of a majority of the
Board of Directors. Except as may be otherwise provided by law, cause for
removal shall be construed to exist only if the director whose removal is
proposed has been convicted of a felony by a court of competent jurisdiction and
such conviction is no longer subject to a right of appeal, or has been adjudged
by a court of competent jurisdiction to be liable for gross negligence, or
willful misconduct, in the performance of his duty to the Corporation in a
matter of substantial importance to the Corporation and such adjudication is no
longer subject to a right of appeal. This Section 10 may not be amended or
rescinded except by the affirmative vote of the holders of at least a majority
of all the outstanding shares of capital stock of the Corporation issued and
outstanding and entitled to vote at any regular or special meeting of the
stockholders and only if notice of the proposed alteration or amendment be
contained in the notice of the meeting in accordance with the provisions of
these Bylaws.
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SECTION 11. Vacancies. Any vacancy in the Board of Directors caused by
death, resignation, removal, disqualification, an increase in the number of
directors or any other cause shall be filled by a majority of the directors then
in office, though less than a quorum, or by a sole remaining director, and the
directors so chosen shall hold office until the next annual election of
directors and until their successors are duly elected and qualified, or until
their earlier resignation or removal.
SECTION 12. Compensation of Directors. Directors may receive such
reasonable sums for their services and expenses as may be directed by resolution
of the Board; provided that nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor. Members of special or standing committees may
be allowed like compensation for their services and expenses.
SECTION 13. Committees. By resolution or resolutions passed by a majority
of the whole Board at any meeting of the Board of Directors, the directors may
designate one or more committees of the Board of Directors, each committee to
consist of two or more directors. To the extent provided in said resolution or
resolutions, unless otherwise provided by law, such committee or committees
shall have and may exercise all of the powers of the Board of Directors in the
management of the business and affairs of the Corporation, including the power
and authority to authorize the seal of the Corporation to be affixed to all
papers that may require it. No committee, however, shall have the power to
declare dividends or to authorize the issuance of shares of capital stock of the
Corporation. Further, the Board of Directors may designate one or more directors
as alternate members of a committee who may replace an absent or disqualified
member at any meeting. If an alternative member of a committee is not selected
by the Board of Directors, and in the absence or disqualification of a member of
a committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. A committee may
make such rules for the conduct of its business and may appoint such committees
and assistants as it shall from time to time deem necessary. A majority of the
members of a committee shall constitute a quorum for the transaction of business
of such committee. Regular meetings of a committee shall be held at such times
as such committee shall from time to time by resolution determine. No notice
shall be required for any regular meeting of a committee but a copy of every
resolution fixing or changing the time or place of regular meeting shall be
mailed to every committee member at least three days before the first meeting
held in pursuance thereof. Special meetings of a committee may be called by the
Chairman of such committee or the Secretary of such committee, or any two
members thereof. The Secretary of the Corporation or the Secretary of such
committee shall give notice of the time and place of each special meeting by
mail at least two days before such meeting or by telegraph, cable, wireless,
telephone or orally at least twenty-four hours before the meeting to each member
of such committee.
SECTION 14. Participation in Meetings. Members of the Board of Directors
or of any committee may participate in any meeting of the Board or committee, as
the case may be, by means of conference telephone or similar communications
equipment by means of which all persons
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participating in the meeting can hear each other, and such participation shall
constitute presence in person at such meeting.
SECTION 15. Interested Directors or Officers. No contract or transaction
between the Corporation and one or more of its directors of officers, or between
the Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his or their votes are
counted by such purpose if (i) the material facts as to his or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board of Directors
or committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or (ii) the material facts to his
or their relationship or interest and as to the contract or transaction are
disclosed or are known to the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by vote of the
stockholders; or (iii) the contract or transaction is fair as to the Corporation
as of the time it is authorized, approved or ratified, by the Board of
Directors, a committee thereof or the stockholders. Interested directors may be
counted in determining the presence of a quorum at a meeting of the Board of
Directors or of a committee which authorizes the contract or transaction.
ARTICLE III
Officers
SECTION 1. Number. The officers of the Corporation shall be a President, a
Treasurer and a Secretary and, if deemed necessary, expedient or desirable by
the Board of Directors, a Chairman of the Board, a Vice Chairman of the Board, a
Chief Financial Officer, an Executive Vice President and one or more other Vice
Presidents. In addition, the Board may elect such other officers as may be
appointed in accordance with the provisions of Section 3 of this Article III.
Any number of offices may be held by the same person.
SECTION 2. Election, Term of Office and Qualification. The officers shall
be elected annually by the Board of Directors at their first meeting after each
annual meeting of the stockholders of the Corporation. Each officer, except such
officers as may be appointed in accordance with the provisions of Section 3 of
this Article, shall hold office until his successor shall have been duly elected
and qualified, or until his death or until he shall have resigned or shall have
become disqualified or shall have been removed in the manner hereinafter
provided.
SECTION 3. Subordinate Officers. The Board of Directors or the Chief
Executive Officer may from time to time appoint such other officers, including
one or more Assistant Treasurers and one or more Assistant Secretaries, and such
agents and employees of the Corporation as may be deemed necessary or desirable.
Such officers, agents and employees shall hold office for such period
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and upon such terms and conditions, have such authority and perform such duties
as in these By-laws provided or as the Board of Directors or the Chief Executive
Officer may from time to time prescribe. The Board of Directors or the Chief
Executive Officer may from time to time authorize any officer to appoint and
remove agents and employees and to prescribe the powers and duties thereof.
SECTION 4. Removal. Any officer may be removed, either with or without
cause, by the affirmative vote of a majority of the Board of Directors.
SECTION 5. Resignations. Any officer may resign at any time by giving
written notice to the Board of Directors, the Chief Executive Officer or the
Secretary. Any such resignation shall take effect at the date of 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 6. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled for
the unexpired portion of the term in the manner prescribed in these Bylaws for
regular selection or appointment to such office.
SECTION 7. President. The President shall be the Chief Executive Officer
of the Corporation and shall have general direction of the affairs of the
Corporation and general supervision over its several officers, subject, however,
to the control of the Board of Directors, and in general shall perform such
duties and, subject to the other provisions of these Bylaws, have such powers
incident to the office of President and perform such other duties and have such
other powers as from time to time may be assigned to him by the Board of
Directors.
SECTION 8. Vice President. A Vice President may sign with the Treasurer or
an Assistant Treasurer or the Secretary or an Assistant Secretary certificates
of stock of the Corporation and shall have such other powers and shall perform
such other duties as from time to time may be assigned to him by the Board of
Directors, the President or prescribed by these Bylaws.
SECTION 9. Secretary. The Secretary shall keep or cause to be kept, in
books provided for the purpose, the minutes of the meetings of the stockholders,
the Board of Directors and any committee when so required, shall see that all
notices are duly given in accordance with the provisions of these Bylaws and as
required by law, shall be custodian of the records and the seal of the
Corporation and see that the seal is affixed to all documents, the execution of
which on behalf of the Corporation under its seal is duly authorized in
accordance with the provisions of these Bylaws, shall keep or cause to be kept a
register of the post office address of each stockholder, may sign with the
Chairman of the Board, the President or any Vice President certificates of stock
of the Corporation, and in general shall perform such duties and have such
powers incident to the office of Secretary and shall perform such other duties
and have such other powers as from time to time may be assigned to him by the
Board of Directors, the President or prescribed by these Bylaws.
SECTION 10. Assistant Secretary. Any Assistant Secretary shall, at the
request of the Secretary or in his absence or disability, perform the duties of
the Secretary and when so acting shall
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have all the powers of, and be subject to all the restrictions upon, the
Secretary and shall perform such other duties and have such other powers as from
time to time may be assigned to him by the President, the Secretary or the Board
of Directors or prescribed by these Bylaws.
SECTION 11. Chief Financial Officer. The Chief Financial Officer shall be
responsible to the Board of Directors and the President for all financial
control and internal audit of the Corporation and its subsidiaries. He shall
perform such other duties as may be assigned to him by the Board of Directors,
the President or prescribed by these Bylaws.
SECTION 12. Treasurer. The Treasurer shall have charge and custody of, and
be responsible for, all funds and securities of the Corporation, and deposit all
such funds in the name of the Corporation in such banks, trust companies or
other depositories as shall be selected in accordance with the provisions of
these Bylaws, shall at all reasonable times exhibit his books of account and
records, and cause to be exhibited the books of account and records of any
corporation controlled by the Corporation to any of the directors of the
Corporation upon application during business hours at the office of the
corporation, or such other corporation, where such books and records are kept,
shall, if called upon to do so, receive and give receipts for monies due and
payable to the Corporation from any source whatsoever, may sign with the
Chairman of the Board, the President or any Vice President certificates of stock
of the Corporation, and in general shall perform such duties and have such
powers incident to the office of Treasurer and such other duties and have such
other powers as from time to time may be assigned to him by the Board of
Directors or the President or prescribed by these Bylaws.
SECTION 13. Assistant Treasurer. Any Assistant Treasurer shall, at the
request of the Treasurer or in his absence or disability, perform the duties of
the Treasurer and when so acting shall have all the powers of, and be subject to
all the restrictions upon, the Treasurer and shall perform such duties and have
such other powers as from time to time may be assigned to him by the President,
the Treasurer or the Board of Directors or prescribed by these Bylaws.
SECTION 14. Other Officers. Such officers as the Board of Directors may
choose shall perform such duties and have such powers as may be appropriate to
such officer or as from time to time may be assigned to them by the Board of
Directors. The Board of Directors may delegate to any other officer of the
Corporation the power to choose such other officers and to prescribe their
respective duties and powers.
SECTION 15. Salaries. The salaries of the officers shall be fixed from
time to time by the Board of Directors. The Board of Directors may delegate this
authority to officers of the Corporation. No officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
Corporation.
SECTION 16. Authority of Officers. The officer of the Corporation shall
have such duties and authority as set forth in these Bylaws and as shall be
determined from time to time by the Board of Directors.
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ARTICLE IV
Shares and their Transfer
SECTION 1. Certificates of Stock. Certificates for shares of the capital
stock of the Corporation shall be in such form not inconsistent with law as
shall be approved by the Board of Directors. They shall be numbered in order of
their issue and shall be signed by the Chairman of the Board or the President or
any Vice President and the Treasurer or any Assistant Treasurer, or the
Secretary or any Assistant Secretary of the Corporation, and the seal of the
Corporation is not required to be affixed thereto. Any of or all the signatures
on the certificate may be a facsimile. In case any officer, transfer agent or
registrar who shall have signed or whose facsimile signature shall have been
placed upon any such certificate or certificates shall cease to be such officer
or officers of the Corporation, whether because of death, resignation or
otherwise, before such certificate or certificates shall have been delivered by
the Corporation, such certificate or certificates may nevertheless be adopted by
the Corporation and be issued and delivered as though the person or persons who
signed such certificate or certificates or whose facsimile signature shall have
been used thereon had not ceased to be such officer or officers of the
Corporation.
SECTION 2. Transfer of Stock. Transfer of shares of the capital stock of
the Corporation shall be made only on the books of the Corporation by the holder
thereof, or by his attorney thereunto authorized by a power of attorney duly
executed and filed with the Secretary of the Corporation, or a transfer agent of
the Corporation, if any, on surrender of the certificate or certificates for
such shares properly endorsed. A person in whose name shares of stock stand on
the books of the Corporation shall be deemed the owner thereof as regards the
Corporation, and the Corporation shall not be bound to recognize any equitable
or other claim to or interest in such shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of the State of Delaware.
SECTION 3. Lost Destroyed and Mutilated Certificates. The holder of any
stock issued by the Corporation shall immediately notify the Corporation of any
loss, destruction or mutilation of the certificate therefor or the failure to
receive a certificate of stock issued by the Corporation, and the Board of
Directors or the Secretary of the Corporation may, in its or his discretion,
cause to be issued to such holder a new certificate or certificates of stock,
upon compliance with such rules, regulations and/or procedures as may be
prescribed or have been prescribed by the Board of Directors with respect to the
issuance of new certificates in lieu of such lost, destroyed or mutilated
certificate or certificates of stock issued by the Corporation which are not
received, including reasonable indemnification to indemnify it against any claim
that may be made against it on account of the alleged loss, theft or destruction
of any such certificate or the issuance of such new certificate.
SECTION 4. Transfer Agent and Registrar; Regulations. The Corporation
shall, if and whenever the Board of Directors shall so determine, maintain one
or more transfer offices or agencies, each in the charge of a transfer agent
designated by the Board of Directors, where the shares of the capital stock of
the Corporation shall be directly transferable, and also one or more registry
offices,
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each in the charge of a registrar designated by the Board of Directors, where
such shares of stock shall be registered, and no certificate for shares of the
capital stock of the Corporation, in respect of which a Registrar and/or
Transfer Agent shall have been designated, shall be valid unless countersigned
by such Transfer Agent and registered by such Registrar, if any. The Board of
Directors shall also make such additional rules and regulations as it may deem
expedient concerning the issue, transfer and registration of certificates for
shares of the capital stock of the Corporation.
SECTION 5. Fixing Date for Determination of Stockholders of Record. In
order that the Corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof, to express
consent to corporate action in writing without a meeting, to receive payment of
any dividend or other distribution or allotment of any rights, to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may fix, in advance,
a record date which shall not be more than sixty nor less than ten days before
the date of such meeting, nor more than sixty days prior to any other action,
and only such stockholders as shall be stockholders of record of the date so
fixed shall be entitled to such notice of and to vote at such meeting and any
adjournment thereof, to express consent to any such corporate action, to receive
payment of such dividend or to receive such allotment of rights, or to exercise
such rights, as the case may be, notwithstanding any transfer of any stock on
the books of the Corporation after any such record date fixed as aforesaid. If
no record date is fixed pursuant to this Section, the record date for
determining Stockholders entitled to notice of or to vote at a meeting of
Stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held.
SECTION 6. Beneficial Owners. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
whether or not it shall have express or other notice thereof, except as
otherwise provided by law.
ARTICLE V
General Provisions
SECTION 1. Fiscal Year. The fiscal year of the Corporation shall end on
such date of each year as shall be determined by the Board of Directors of the
Corporation.
SECTION 2. Waivers of Notice. Whenever any notice of any nature is
required by law, the provisions of the Certificate of Incorporation or these
Bylaws to be given, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.
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SECTION 3. Qualifying in Foreign Jurisdiction. The Board of Directors
shall have the power at any time and from time to time to take or cause to be
taken any and all measures which they may deem necessary for qualification to do
business as a foreign corporation in any one or more foreign jurisdictions and
for withdrawal therefrom.
SECTION 4. Registered Office. The registered office of the Corporation in
the State of Delaware shall be in the City of Dover, County of Kent, State of
Delaware.
SECTION 5. Other Offices. The Corporation may also have offices at such
other places, both within and without the State of Delaware as the Board of
Directors may from time to time determine.
SECTION 6. Proxies. Except as otherwise provided in these Bylaws or in the
Certificate of Incorporation of the Corporation, and unless otherwise provided
by resolution of the Board of Directors, the Chairman of the Board may appoint
from time to time an attorney or attorneys, or agent or agents, of the
Corporation, on behalf and in the name of the Corporation, to cast the votes
which the Corporation may be entitled to cast as a stockholder or otherwise in
any other corporation any of whose stock or other securities may be held by the
Corporation, at meetings of the holders of the stock or other securities of such
other corporation, or to consent in writing to any action by such other
corporation, and may instruct the person or person so appointed as to the manner
of casting such votes or giving such consent, and may execute or cause to be
executed on behalf and in the name of the Corporation and under its corporate
seal, or otherwise, all such written proxies or other instruments as he may deem
necessary or proper in the premises.
SECTION 7. Seal. The Board of Directors shall provide a suitable seal
containing the name of the Corporation, which seal shall be in the charge of the
Secretary and which may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise. If and when so directed by the
Board of Directors, a duplicate of the seal may be kept and be used by an
officer of the Corporation designated by the Board.
SECTION 8. Dividends. Dividends upon the capital stock of the Corporation,
subject to the provisions of the Certificate of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting, and may be
paid in cash, in property, or in shares of the capital stock. Before payment of
any dividend, there may be set aside out of any funds of the Corporation
available for dividends such sum or sums as the Board of Directors from time to
time in its absolute discretion, deems proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for any proper purpose, and the Board of
Directors may modify or abolish any such reserve.
SECTION 9. Disbursements. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
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ARTICLE VI
Indemnification
The Corporation shall, to the fullest extent permitted by the General
Corporation Law, as the same may be amended and supplemented, indemnify any and
all persons whom it shall have the power to indemnify under the General
Corporation Law from and against any and all of the expenses, liabilities or
other matters referred to in or covered by the General Corporation Law, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any bylaw, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
ARTICLE VII
Amendments
These Bylaws may be altered, amended or repealed, in whole or in part, or
new Bylaws may be adopted by either the stockholders or by the Board of
Directors, provided, however, that notice of such alteration, amendment, repeal
or adoption of new Bylaws be contained in the notice of such meeting of
stockholders or Board of Directors, as the case may be. All such amendments must
be approved by either the holders of a majority of the outstanding capital stock
entitled to vote thereon or by a majority of the entire Board of Directors then
in office.
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