BYLAWS
OF
DEFENSE TECHNOLOGY CORPORATION OF AMERICA
ARTICLE I
Stockholders
SECTION 1. Annual Meetings. Subject to change by resolution of the
Board of Directors, the annual meeting of the stockholders of the Corporation
for the purpose of electing directors and for the transaction of such other
business as may be brought before the meeting shall be held on a date fixed,
from time to time, by the Board of Directors of the Corporation, and each
successive annual meeting shall be held on a date within thirteen months after
the date of the preceding annual meeting. The meeting may be held at such time
and such place within or without the State of Delaware as shall be fixed by the
Board of Directors and stated in the notice of the meeting.
SECTION 2. Special Meetings. Special meetings of the stockholders may
be called at any time by the President, a majority of the Board of Directors or
the Chairman of the Board 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 of the Corporation, 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 nor more than sixty 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 hereunto 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 a majority of all the shares issued and outstanding and
entitled to vote at such meeting. Where a separate vote by a class
or classes is required, a majority of the outstanding 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 and the
affirmative vote of the majority of shares of such class or classes present in
person or represented by proxy at the meeting shall be the act of such class.
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 voting
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.
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 both 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. Every proxy must be signed by the stockholder or by his
attorney-in-fact, and shall be filed with the Inspectors of Election, if any,
prior to being voted upon. 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 where the General
Corporation Law prescribes a different percentage of votes and/or a different
exercise of voting power, and except as may be otherwise prescribed by the
provisions of the Certificate of Incorporation and these Bylaws. In the election
of directors, and for any other action, 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.
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
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stockholders entitled to vote at any meeting of stockholders, arranged in
alphabetical order with the address of each and the number of shares held by
each, 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. Addresses 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, or if any
Inspector appointed be absent or refuses to act, or if 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. Each
Inspector, if any, before entering upon the discharge of his duties, shall take
and sign an oath faithfully to execute the duties of inspectors at such meeting
with strict impartiality and according to the best of his ability. The
Inspectors, if any, shall determine the number of shares of stock outstanding
and the voting power of each, the shares of stock represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots, or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots, or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On request of
the person presiding at the meeting, the Inspector or Inspectors, if any, shall
make a report in writing of any challenge, question, or matter determined by him
or them and execute a certificate of any fact found by him or them. Except as
otherwise required by subsection (e) of Section 231 of the General Corporation
Law, the provisions of that Section shall not apply to the corporation. All
proxies shall be filed with 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 to be taken at any meeting of
stockholders,
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or any action which may be taken at any meeting of such 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 by the General Corporation Law to be taken at any annual or special
meeting of stockholders, or any action which may 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.
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 initial number
of directors shall consist of two (2) persons. Thereafter, the number of
directors may be fixed from time to time by action of the Board of Directors
within the maximum and minimum limits provided by the Certificate of
Incorporation. Directors need not be stockholders. The directors shall be
elected at the annual meeting of stockholders except as otherwise provided for
filling vacancies. 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. The number of directors may be increased or decreased
by action of the stockholders or of the directors.
SECTION 3. Chairman of the Board. The Chairman of the Board, if any,
shall preside, if present, at all meetings of the stockholders and at all
meetings of the Board
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of Directors and shall perform such other duties and have such other powers as
from time to time may be assigned by the Board of Directors or prescribed by
these Bylaws.
SECTION 4. Vice Chairman of the Board. The Vice Chairman of the Board,
if any, shall, at the request of the Chairman of the Board or in his absence or
disability, perform the duties of the Chairman of the Board and when so acting
shall, have all the powers of, and be subject to all restrictions upon, the
Chairman of the Board and shall perform such other duties and have such other
powers as from time to time may be assigned to him by the Chairman of the Board
or prescribed by these Bylaws.
SECTION 5. 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,
except when a vacancy or vacancies prevents such majority, whereupon a majority
of the directors in office shall constitute a quorum, provided that such
majority shall constitute at least one-half of the whole Board. The act of a
majority of a quorum of the 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 ten 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 6. Place of Meetings; 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 7. 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 such times and places
as said Board shall direct. No notice shall be required for any regular meeting
of the Board 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 8. Special Meetings. Special meetings of the Board of
Directors
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may be called by the Chairman of the Board, the President, 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 business days before the
meeting or by causing the same to be delivered personally or to be transmitted
by telecopier, 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 8, the person who called such
meeting shall be empowered to give notice of such meeting in accordance with the
immediately preceding sentence.
SECTION 9. Action by Consent. Any action required or permitted to be
taken at any meeting of the Board or 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 10. 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 11. 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 12. Removal of Directors. Except as otherwise provided by law,
any director or the entire Board of Directors may be removed, with or without
cause, by the affirmative vote of the holders of a majority of the shares then
entitled to vote at an election of directors.
SECTION 13. 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 14. Compensation of Directors. Directors may receive such
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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 15. 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 meetings shall be
mailed to every member of such committee 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 16. 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 participating in the
meeting can hear each other, and such participation shall constitute presence in
person at such meeting.
SECTION 17. Interested Directors. No contract or transaction between
the
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Corporation and one or more of its directors or 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 the 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. Common or 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 consist of 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, an Executive Vice President and one or more other Vice-Presidents. In
addition, the Board may elect one or more Vice Presidents and 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, as the
directors may determine. Except as may otherwise be provided in the resolutions
of the Board of Directors choosing him, no officer other than the Chairman or
Vice-Chairman of the Board, if any, need be a director.
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.
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SECTION 3. Subordinate Officers. The Board of Directors or the
President 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 and upon such
terms and conditions, have such authority and perform such duties as in these
Bylaws provided or as the Board of Directors or the President may from time to
time prescribe. The Board of Directors or the President 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 President 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 election 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 Presidents. 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 or 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,
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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 or the President or prescribed by
these Bylaws.
SECTION 10. Assistant Secretaries. 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 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 depositaries 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 Treasurers. 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.
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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. 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 officers 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.
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 shall 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. Uncertificated Shares. Subject to any conditions imposed by
the General Corporation Law, the Board of Directors of the Corporation may
provide by resolution or resolutions that some or all of any or all classes or
series of the stock of the Corporation shall be uncertificated shares. Within a
reasonable time after the issuance or transfer of any uncertificated shares, the
Corporation shall send to the registered owner thereof any written notice
prescribed by the General Corporation Law.
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SECTION 3. Fractional Share Interests. The Corporation may, but shall
not be required to, issue fractions of a share. If the Corporation does not
issue fractions of a share, it shall (1) arrange for the disposition of
fractional interests by those entitled thereto, (2) pay in cash the fair value
of fractions of a share as of the time when those entitled to receive such
fractions are determined, or (3) issue scrip or warrants in registered form
(either represented by a certificate or uncertificated) or bearer form
(represented by a certificate) which shall entitle the holder to receive a full
share upon the surrender of such scrip or warrants aggregating a full share. A
certificate for a fractional share or an uncertificated fractional share shall,
but scrip or warrants shall not unless otherwise provided therein, entitle the
holder to exercise voting rights, to receive dividends thereon, and to
participate in any of the assets of the Corporation in the event of liquidation.
The Board of Directors may cause scrip or warrants to be issued subject to the
conditions that they shall become void if not exchanged for certificates
representing the full shares or uncertificated full shares before a specified
date, or subject to the conditions that the shares for which scrip or warrants
are exchangeable may be sold by the Corporation and the proceeds thereof
distributed to the holders of scrip or warrants, or subject to any other
conditions which the Board of Directors may impose.
SECTION 4. 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 hereunto 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 5. 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.
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SECTION 6. 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, 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 7. 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
the stock transfer books are to be closed for the purpose of determining
stockholders entitled to notice of or to vote at a meeting in the case of a
merger or consolidation, the books shall be closed at least twenty days before
such meeting.
SECTION 8. 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
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
law.
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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.
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 withdraw; therefrom
SECTION 4. Registered Office. The registered office of the Corporation
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 persons 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.
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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 at the Board of Directors may from time to time designate.
ARTICLE VI
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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