EXHIBIT 3.14
BYLAWS
OF
BN GEOTHERMAL INC.
(A DELAWARE CORPORATION)
AS AMENDED TO AND INCLUDING
JUNE 10, 1993
BN GEOTHERMAL INC.
INDEX
ARTICLE I -- OFFICES
Section 1.1 Registered Office.......................................................... 1
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Section 1.2 Other Offices.............................................................. 1
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ARTICLE II -- MEETINGS OF STOCKHOLDERS
Section 2.1 Annual Meeting............................................................. 1
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Section 2.2 Special Meetings........................................................... 1
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Section 2.3 Place of Meetings.......................................................... 2
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Section 2.4 Notice of Meetings......................................................... 2
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Section 2.5 Stockholder List........................................................... 2
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Section 2.6 Quorum..................................................................... 2
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Section 2.7 Proxies.................................................................... 3
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Section 2.8 Voting..................................................................... 3
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Section 2.9 Voting of Certain Shares................................................... 3
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Section 2.10 Action Without Meeting..................................................... 3
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Section 2.11 Treasury Stock............................................................. 4
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ARTICLE III -- DIRECTORS
Section 3.1 Number and Election........................................................ 4
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Section 3.2 Resignations and Vacancies................................................. 4
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Section 3.3 Removal.................................................................... 5
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Section 3.4 Management of Affairs of the Corporation................................... 5
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Section 3.5 Dividends and Reserves..................................................... 5
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Section 3.6 Regular Meetings........................................................... 6
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Section 3.7 Special Meetings........................................................... 6
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Section 3.8 Notice of Special Meetings................................................. 6
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Section 3.9 Quorum..................................................................... 6
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Section 3.10 Presumption of Assent...................................................... 6
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Section 3.11 Action Without Meeting..................................................... 7
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Section 3.12 Presiding Officer.......................................................... 7
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Section 3.13 Executive Committee........................................................ 7
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Section 3.14 Other Committee............................................................ 7
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Section 3.15 Committee Alternates....................................................... 7
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Section 3.16 Committee Quorum and Manner of Acting...................................... 8
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Section 3.17 Committee Chairman, Books and Records, Etc................................ 8
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Section 3.18 Fees and Compensation of Directors......................................... 8
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Section 3.19 Reliance Upon Records...................................................... 8
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ARTICLE IV -- NOTICES
Section 4.1 Manner of Notice........................................................... 9
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Section 4.2 Waiver of Notice........................................................... 9
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ARTICLE V -- OFFICERS
Section 5.1 Elected Officers........................................................... 10
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Section 5.2 Appointed Officers......................................................... 10
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Section 5.3 Election................................................................... 10
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Section 5.4 Removal and Resignation.................................................... 10
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Section 5.5 Vacancies.................................................................. 11
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Section 5.6 President.................................................................. 11
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Section 5.7 Vice Presidents............................................................ 11
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Section 5.8 Secretary.................................................................. 11
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Section 5.9 Salaries................................................................... 12
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ARTICLE VI -- DIVISIONS
Section 6.1 Divisions of the Corporation............................................... 12
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Section 6.2 Official Positions Within a Division....................................... 12
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ARTICLE VII -- CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 7.1 Contracts and Other Instruments............................................ 12
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Section 7.2 Checks, Drafts, Etc........................................................ 13
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Section 7.3 Deposits................................................................... 13
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ARTICLE VIII -- CERTIFICATES OF STOCK AND THEIR TRANSFER
Section 8.1 Certificates of Stock...................................................... 13
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Section 8.2 Lost, Stolen or Destroyed Certificates..................................... 14
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Section 8.3 Transfers of Stock......................................................... 14
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Section 8.4 Restrictions on Transfer................................................... 14
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Section 8.5 No Fractional Share Certificates........................................... 15
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Section 8.6 Fixing Record Date......................................................... 15
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Section 8.7 Stockholders of Record..................................................... 15
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ARTICLE IX -- INDEMNIFICATION
Section 9.1 In General................................................................. 15
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ARTICLE X -- GENERAL PROVISIONS
Section 10.1 Fiscal Year................................................................ 16
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ARTICLE XI -- AMENDMENTS
Section 11.1 In General................................................................. 16
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BYLAWS
Bylaws for the regulation, except
as otherwise provided by statute
or its Articles of Incorporation
of
BN GEOTHERMAL INC.
AS AMENDED THROUGH JUNE 10, 1993
ARTICLE I -- OFFICES
Section 1.1 Registered Office.
The registered office of the corporation in the State of
Delaware shall be located at 100 West 1Oth Street in the City of Wilmington,
County of New Castle and the name of its registered agent is The Corporation
Trust Company.
Section 1.2 Other Offices.
The corporation may also have offices at such other places
both within or without the State of Delaware as the Board of Directors may
from time to time determine or the business of the corporation may require.
ARTICLE II -- MEETINGS OF STOCKHOLDERS
Section 2.1 Annual Meeting.
The annual meeting of the stockholders shall be held at the
general offices of the corporation in Irvine, California, or at such other
place in the United States as may be stated in the notice of the meeting on
the second Tuesday in June in each year, if not a legal holiday, or, if a
legal holiday, then on the next succeeding business day, or on the day of any
meeting the shareholders shall designate by unanimous consent as the annual
meeting for the purpose of electing directors and for the transaction of such
other business as may come before the meeting. If the election of directors
shall not be held for a period of fifteen (15) months, the Board of Directors
shall cause such election to be held at a special meeting of stockholders as
soon thereafter as convenient.
Section 2.2 Special Meetings.
Except as otherwise prescribed by statute, special meetings
of the stockholders for any purpose of purposes, may be called and the
location thereof designated by the Board of Directors or by the President and
shall be called and the location thereof designated by the Secretary at the
request in
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writing of a majority of the Board of Directors or of stockholders
owning capital stock of the corporation having not less than one-third of the
total voting power. Such request shall state the purposes of the proposed
meeting.
Section 2.3 Place of Meetings.
Each meeting of the stockholders for the election of
directors shall be held at the office of the corporation in Irvine,
California, unless the Board of Directors shall by resolution designate any
other place as the place of such meeting, provided, however, that the
shareholders may meet anywhere by unanimous consent. Meetings of stockholders
for any other purpose may be held at such place and at such time as shall be
determined pursuant to Section 2.2 and stated in the notice of the meeting or
in a duly executed waiver of notice thereof.
Section 2.4 Notice of Meetings.
Written or printed notice stating the place and time of each
annual or special meeting of the stockholders and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
given not less than ten (10) days nor more than sixty (60) days before the
date of the meeting.
When a meeting is adjourned to another time or place, no
notice of the adjourned meeting other than an announcement at the meeting need
by given unless the adjournment is for more than thirty (30) days or a new
record date is fixed for the adjourned meeting after such adjournment.
Section 2.5 Stockholder List.
At least ten (10) days before every meeting of stockholders,
a complete list of the stockholders entitled to vote at such meeting, arranged
in alphabetical order, and showing the address of each such stockholder and
the number of shares registered in the name of each such stockholder, shall be
prepared by the Secretary. Such list shall be open to examination of any
stockholder of the corporation during ordinary business hours, for any purpose
germane to the meeting, for a period of at least ten (10) days prior to the
meeting, at the office of the corporation in Irvine, California, and the list
shall be produced and kept at the time and place of meeting during the whole
time thereof, and subject to the inspection for any purpose germane to the
meeting of any stockholder who may be present.
Section 2.6 Quorum.
The holders of capital stock of the corporation having a
majority of the voting power thereof, present in person or represented by
proxy, shall be requisite for, and shall constitute, a quorum at all meetings
of the stockholders of the corporation for the transaction of business, except
as otherwise
2
provided by statute, the Certificate of Incorporation or the
Bylaws.
If, however, such quorum shall not be present or represented
at any meeting of the stockholders, the stockholders entitled to vote thereat
present in person or represented by proxy shall have power to adjourn and
reconvene the meeting from time to time until a quorum shall be present or
represented. At such reconvened meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted
at the meeting as originally notified.
Section 2.7 Proxies.
At every meeting of the stockholders, each stockholder
having the right to vote thereat shall be entitled to vote in person or by
proxy. Such proxy shall be appointed by an instrument in writing subscribed by
such stockholder and bearing a date not more than three (3) years prior to
such meeting, unless such proxy provides for a longer period; and it shall be
filed with the Secretary of the corporation before, or at the time of, the
meeting.
Section 2.8. Voting.
Unless the Certificate of Incorporation or a resolution of
the Board creating a series of stock provides otherwise, at every meeting of
stockholders, each stockholder shall be entitled to one vote for each share of
stock of the corporation entitled to vote thereat and registered in the name
of such stockholder on the books of the corporation on the pertinent record
date. When a quorum is present at any meeting of the stockholders, all matters
shall be decided by a majority of the votes cast, except as otherwise required
by statute, the Certificate of Incorporation, or the Bylaws.
Section 2.9 Voting of Certain Shares.
Shares standing in the name of another corporation, domestic
or foreign, and entitled to vote may be voted by such officer, agent, or proxy
as the Bylaws of such corporation may prescribe or, in the absence of such
provision, as the Board of Directors of such corporation may determine. Shares
standing in the name of a deceased person, a minor or an incompetent and
entitled to vote may be voted by his administrator, executor, guardian or
conservator, as the case may be, either in person or by proxy. Shares standing
in the name of a trustee, receiver or pledgee and entitled to vote may be
voted by such trustee, receiver or pledgee either in person or by proxy as
provided by Delaware law.
Section 2.10 Action Without Meeting.
Unless otherwise restricted by the Certificate of
Incorporation or the Bylaws, whenever the vote of stockholders at
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a meeting thereof is required or permitted to be taken for or in connection
with any corporate action, the meeting and vote of stockholders may be
dispensed with 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 thereto in writing. Such consent shall be
filed with the minutes of proceedings of the stockholders and shall have the
same force and effect as a unanimous vote of stockholders.
Section 2.11 Treasury Stock.
Shares of its own stock belonging to the corporation or to
another corporation, if a majority of the shares entitled to vote in the
election of directors of such other corporation is held by this corporation,
shall not be voted at any meeting and shall not be counted in determining the
total number of outstanding shares for the purpose of determining whether a
quorum is present. Nothing in this section shall be construed to limit the
right of this corporation to vote shares of its own stock held by it in a
fiduciary capacity.
ARTICLE III -- DIRECTORS
Section 3.1 Number and Election.
The number of directors which shall constitute the whole
Board shall not be less than one nor more than seven Directors. The Board
shall from time to time by a vote of the majority of the Directors then in
office fix within the maximum and minimum limits the number of Directors to
constitute the Board. Directors shall be elected annually by the stockholders
as provided in Section 2.1 or in accordance with Section 3.2 of the Bylaws and
each director elected shall hold office until his successor is elected and
qualified or until his death or resignation or until he shall have been
removed in the manner hereinafter provided.
Directors need not be residents of the State of Delaware or
stockholders of this corporation.
Section 3.2 Resignations and Vacancies.
Any director may resign at any time by giving written notice
to the Secretary of the corporation. Any such resignation shall take effect at
the date of the receipt of such notice or at any later time specified therein;
and, unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective. If, at any other time than the
4
annual meeting of stockholders, any vacancy occurs in the Board of Directors
caused by resignation, death, retirement, disqualification or removal from
office of any director or otherwise, or any new directorship is created by an
increase in the authorized number of directors in accordance with Section 3.1
of the Bylaws, a majority of the directors then in office, although less than
a quorum, may choose a successor, or fill the newly created directorship, and
the director so chosen shall hold office until the next annual election of
directors by the stockholders and until his successor shall be duly elected
and qualified, unless sooner displaced.
Section 3.3 Removal.
Any director may be removed, with or without cause, at any
meeting of the stockholders, by the affirmative vote of the holders of a
majority of the stock of the corporation having voting power, and the vacancy
in the Board of Directors caused by such removal may be filled by the
stockholders at such meeting.
Section 3.4 Management of Affairs of the Corporation.
The property and business of the corporation shall be
managed by its Board of Directors, which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or by
the Certificate of Incorporation or by the Bylaws directed or required to be
exercised or done by stockholders. In case the corporation shall transact any
business or enter into any contract with a director, or with any firm of which
one or more of its directors are members, or with any trust, firm, corporation
or association in which any director is a stockholder, director or officer or
otherwise interested, the officers of the corporation and directors in
question shall be severally under the duty of disclosing all material facts as
to their interest to the remaining directors promptly, if and when such
interested officers or such interested directors in question shall become
advised of the circumstances. In the case of continuing relationships in the
normal course of business such disclosure shall be deemed effective, when once
given, as to all subsequently entered into transactions and contracts.
Section 3.5 Dividends and Reserves.
Dividends upon stock of the corporation may be declared by
the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid cash, in property, in shares of stock, or otherwise in
the form, and to the extent, permitted by law. The Board of Directors may set
apart, out of any funds of the corporation available for dividends, a reserve
or reserves for working capital or for any other lawful purpose, and also may
abolish any such reserve in the manner in which it was created.
5
Section 3.6 Regular Meetings.
An annual meeting of the Board of Directors shall be held,
without other notice than this Bylaw, immediately after, and at the same
place, as the annual meeting of the stockholders. The Board of Directors may
provide, by resolution, the time and place, either within or without the State
of Delaware, for the holding of additional regular meetings without other
notice than such resolution.
Section 3.7 Special Meetings.
Special meetings of the Board of Directors may be called by
the President and shall be called by the Secretary at the request of any
director, to be held at such time and place as shall be designated by the call
and specified in the notice of such meeting and notice thereof shall be given
as provided in Section 3.8 of the Bylaws.
Section 3.8 Notice of Special Meetings.
Except as otherwise prescribed by statute, written or actual
oral notice of the time and place of each special meeting of the Board of
Directors shall be given at least two (2) days prior to the time of holding
the meeting. Any director may waive notice of any meeting.
Section 3.9 Quorum.
At each meeting of the Board of Directors, the presence of
not less than a majority of the whole Board shall be necessary and sufficient
to constitute a quorum for the transaction of business, and the act of a
majority of directors present at any meeting at which there is a quorum shall
be the act of the Board of Directors, except as may be otherwise specifically
provided by statute or the Bylaws. If a quorum shall not be present at any
meeting of directors, the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting,
until a quorum shall be present.
Unless otherwise restricted by the Certificate of
Incorporation, any member of the Board of Directors or of any committee
designated by the Board of Directors or of any committee designated by the
Board may participate in a meeting of the directors or committee by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in
a meeting by means of such equipment shall constitute presence in person at
such meeting.
Section 3.10 Presumption of Assent.
Unless otherwise provided by statute, a director of the
corporation who is present at a meeting of the Board of Directors at which
action is taken on any corporate matter shall be
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presumed to have assented to the action taken unless his dissent shall be
entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as Secretary of the meeting
before the adjournment thereof or shall forward such dissent by registered
mail to the Secretary of the corporation immediately after the adjournment of
the meeting. Such right to dissent shall not apply to a director who voted in
favor of such action.
Section 3.11 Action Without Meeting.
Unless otherwise restricted by the Certificate of
Incorporation or the Bylaws, any action required or permitted to be taken at
any meeting of the Board of Directors, 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 3.12 Presiding Officer.
The presiding officer at any meeting of the Board of
Directors shall be the President or, in his absence, any director elected
chairman by vote of a majority of the directors present at the meeting.
Section 3.13 Executive Committee.
The Board of Directors may, by resolution passed by a
majority of the number of directors fixed by the Bylaws, designate two or more
directors of the corporation to constitute an Executive Committee, which, to
the extent provided in the resolution and by Delaware law, shall have and may
exercise all the power and authority of the Board of Directors in the
management of the business and affairs of the corporation and may authorize
the seal of the corporation to be affixed to all papers which may require it.
Section 3.14 Other Committees.
The Board of Directors may, by resolution passed by a
majority of the number of directors fixed by the Bylaws, designate such other
committees as it may from time to time determine. Each such committee shall
consist of two or more directors, shall serve for such term and shall have and
may exercise, during intervals between meetings of the Board of Directors,
such duties, functions and powers as the Board of Directors may from time to
time prescribe.
Section 3.15 Committee Alternates.
The Board of Directors may from time to time designate from
among the directors alternates to serve on one or more committees as occasion
may require. Whenever a quorum cannot be secured for any meeting of any
committee from among the regular
7
members thereof and designated alternates, the member or members of such
committee present at such 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 place of such absent or
disqualified member.
Section 3.16 Committee Quorum and Manner of Acting.
The presence of a majority of members of any committee shall
constitute a quorum for the transaction of business at any meeting of such
committee, and the act of a majority of those present shall be necessary for
the taking of any such action thereat, provided that no action may be taken by
any such committee without the favorable vote of members of the committee, if
any, who are not officers or full-time employees of the corporation at least
equal to the favorable vote of members of such committee who are officers or
full-time employees of the corporation.
Section 3.17 Committee Chairman, Books and Records, Etc.
The chairman of each committee shall be selected from among
the members of the committee by the Board of Directors.
Each committee shall keep a record of its acts and
proceedings, and all actions of each committee shall be reported to the Board
of Directors at its next meeting.
Each committee shall fix its own rules of procedure not
inconsistent with the Bylaws or the resolution of the Board of Directors
designating such committee and shall meet at such times and places and upon
such call or notice as shall by provided by such rules.
Section 3.18 Fees and Compensation of Directors.
Directors shall not receive any stated salary for their
services as such; but, by resolution of the Board of Directors, a fixed fee,
with or without expenses of attendance may be allowed for attendance at each
regular or special meeting of the Board. Members of the Board shall be allowed
their reasonable traveling expenses when actually engaged in the business of
the corporation. Members of any committee may be allowed like fees and
expenses for attending committee meetings. Nothing herein contained shall be
construed to preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.
Section 3.19 Reliance Upon Records.
Every director of the corporation, or member of any
committee designated by the Board of Directors pursuant to authority conferred
by Section 3.14 of the Bylaws, shall, in the performance of his duties, be
fully protected in relying in good
8
faith upon the books of account or reports made to the corporation by any of
its officials, or by an independent certified public accountant or by an
appraiser selected with reasonable care by the Board of Directors or by such
committee, or in relying in good faith upon other records of the corporation,
including, without limiting the generality of the foregoing, records setting
forth or relating to the value and amount of assets, liabilities and profits
of the corporation or any other facts pertinent to the existence and amount of
surplus or other funds from which dividends might properly be declared or paid
or with which stock of the corporation might lawfully be purchased or
redeemed.
ARTICLE IV -- NOTICES
Section 4.1 Manner of Notice.
Whenever under the provisions of the statutes, the
Certificate of Incorporation or the Bylaws notice is required to be given to
any stockholder, director or member of any committee designated by the Board
of Directors, it shall not be construed to require personal delivery and such
notice may be given in writing by depositing it in a sealed envelope in the
United States mails, air mail or first class, postage prepaid, addressed (or
by delivering it to a telegraph company, charges prepaid, for transmission) to
such stockholder, director or member either at the address of such
stockholder, director or member as it appears on the books of the corporation
or, in the case of such a director or member, at his business address; and
such notice shall be deemed to be given at the time when it is thus deposited
in the United States mails (or delivered to the telegraph company). Such
requirement for notice shall be deemed satisfied, except in the case of
stockholder meetings with respect to which written notice is mandatorily
required by law, if actual notice is received orally or in writing by the
person entitled thereto as far in advance of the event with respect to which
notice is given as the minimum notice period required by law or the Bylaws.
Section 4.2 Waiver of Notice.
Whenever any notice is required to be given under the
provisions of the statues, the Certificate of Incorporation, or the Bylaws, a
waiver thereof in writing signed by the person or persons entitled to such
notice, whether before, at or after the time stated therein, shall be deemed
equivalent thereto. Attendance by a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders, directors or committee of
directors need be
9
specified in any written waiver of notice unless so required by statutes, the
Certificate of Incorporation or the Bylaws.
ARTICLE V -- OFFICERS
Section 5.1 Elected Officers.
The elected officers of the corporation shall be a
President, a Secretary, a Treasurer and such other officers as may be elected
annually by the Board of Directors. Any number of offices may be held by the
same person. Each officer elected by the Board of Directors, unless removed in
the manner hereinafter provided, shall hold office until his successor shall
have been duly elected and qualified or until he shall have died, resigned or
been removed in the manner hereinafter provided.
Section 5.2 Appointed Officers.
In addition to the elected officers of the corporation, the
corporation shall have such Vice Presidents and other officers as may be
appointed by the President. Any number of offices may be held by the same
person. Each appointed officer, unless removed in the manner hereinafter
provided, shall hold office until his successor shall have been duly appointed
and qualified or until he shall have died, resigned or been removed in the
manner hereinafter provided.
Section 5.3 Election.
The officers of the corporation shall be elected annually by
the Board of Directors at their first meeting held after each regular annual
meeting of the stockholders. If the election of officers shall not be held at
such meeting of the Board, such election shall be held at a regular or special
meeting of the Board of Directors as soon thereafter as may be convenient.
Section 5.4 Removal and Resignation.
Any officer elected by the Board of Directors may be
removed, either with or without cause by a majority of the directors, then in
office at any regular or special meeting of the Board; but such removal shall
be without prejudice to the contract rights, if any, of such person so
removed. Any officer or agent appointed by any officer or committee may be
removed, either with or without cause, by such appointing officer or
committee; but such removal shall be without prejudice to the contract rights,
if any, of such person so removed. Any officer may resign at any time by
giving written notice to the President or to the Secretary of the corporation.
Any such resignation shall take effect at the date of the receipt of such
notice or at any later time specified therein; and, unless otherwise specified
10
therein, the acceptance of such resignation shall not be necessary to make it
effective.
Section 5.5 Vacancies.
A vacancy in any office because of death, resignation,
removal, or any other cause may be filled for the unexpired portion of the
term by the Board of Directors.
Section 5.6 President.
The President of the corporation shall preside at all
meetings of the stockholders, the Board of Directors or any committee of the
Board if he is a member. He shall have the overall supervision of the business
of the corporation and shall direct the affairs and policies of the
corporation, subject to such policies and directions as may be provided by the
Board of Directors. He shall have authority to designate the duties and powers
of other officers and delegate special powers and duties to specific officers,
so long as such designation shall not be inconsistent with the statutes, the
Bylaws or action of the Board of Directors. He shall also have power to
execute, and shall execute, deeds, mortgages, bonds, contracts or other
instruments of the corporation except where required or permitted by law to be
otherwise signed and executed and except where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by the
President to some other officer or agent of the corporation. The President may
sign with the Secretary or an Assistant Secretary or the Treasurer,
certificates for shares of stock of the corporation the issuance of which
shall have been duly authorized by the Board of Directors, and shall vote, or
give a proxy to any other person to vote, all shares of the stock of any other
corporation standing in the name of the corporation. The President in general
shall have all other power and shall perform all other duties which are
incident to the President of a corporation or as may be prescribed by the
Board of Directors from time to time.
Section 5.7 Vice Presidents.
A Vice President designated by the Board of Directors or by
the President shall, during the absence or disability of the President,
perform such powers and duties of that officer and such other duties as may be
assigned to him or her by the Board of Directors or by the President.
Section 5.8 Secretary.
The Secretary shall: (a) keep the minutes of the meetings
of the stockholders, the Board of Directors and committees of directors, in
one or more books provided for that purpose; (b) see that all notices are duly
given in accordance with the provisions of the Bylaws or as required by law;
(c) have charge of the corporate records and of the seal of the corporation;
(d) affix the seal of the corporation or a facsimile
11
thereof, or cause it to be affixed, to all certificates for shares prior to
the issue thereof and to all documents the execution of which on behalf of the
corporation under its seal is duly authorized by the Board of Directors or
otherwise in accordance with the provisions of the Bylaws; (e) keep a register
of the post office address of each stockholder, director and committee member
which shall from time to time be furnished to the Secretary by such
stockholder, director or member; (f) sign with the President certificates of
shares of stock of the corporation, the issuance of which shall have been duly
authorized by resolution of the Board of Directors; (g) have general charge of
the stock transfer books of the corporation; and (h) in general, perform all
duties incident to the office of Secretary and such other duties as from time
to time may be assigned to him by the President or by the Board of Directors.
He may delegate such details of the performance of duties of his office as may
be appropriate in the exercise of reasonable care to one or more persons in
his stead, but shall thereby be relieved of responsibility for the performance
of such duties.
Section 5.9 Salaries.
The salaries of the officers shall be fixed from time to
time by the Board of Directors or by such officer as it shall designate for
such purpose or as it shall otherwise direct. No officer shall be prevented
from receiving a salary or other compensation by reason of the fact that he is
also a director of the corporation.
ARTICLE VI -- DIVISIONS
Section 6.1 Divisions of the Corporation.
The Board of Directors shall have the power to create and
establish such operating divisions of the corporation as they may from time to
time deem advisable.
Section 6.2 Official Positions Within a Division.
The President may appoint individuals, whether or not they
are officers of the corporation, to, and may, with or without cause, remove
them from, official positions established within a division.
ARTICLE VII -- CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 7.1 Contracts and Other Instruments.
The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name and on behalf of the
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corporation, and such authority may be general or confined to specific
instances.
Section 7.2 Checks, Drafts, Etc.
All checks, demands, drafts or other orders for the payment
of money, notes or other evidences of indebtedness issued in the name of the
corporation shall be signed by such officer or officers, agent or agents of
the corporation, and in such manner, as shall from time to time be authorized
by the Board of Directors.
Section 7.3 Deposits.
All funds of the corporation not otherwise employed shall be
deposited from time to time to the credit of the corporation in such banks,
trust companies or other depositories as the Board of Directors may select.
ARTICLE VIII -- CERTIFICATES OF STOCK AND THEIR TRANSFER
Section 8.1 Certificates of Stock.
The certificates of stock of the corporation shall be in
such form as may be determined by the Board of Directors, shall be numbered
and shall be entered in the books of the corporation as they are issued. They
shall exhibit the holder's name and number of shares and shall be signed by
the President and by the Secretary. If any stock certificate is signed (a) by
a transfer agent or an assistant transfer agent or (b) by a transfer clerk
acting on behalf of the corporation and a registrar, the signature of any
officer of the corporation may be facsimile. In case any such officer whose
facsimile signature has thus been used on any such certificate shall cease to
be such officer, whether because of death, resignation or otherwise before
such certificate has been delivered by the corporation, such certificate may
nevertheless be delivered by the corporation, as though the person whose
facsimile signature has been used thereon had not ceased to be such officer.
All certificates properly surrendered to the corporation for transfer shall be
cancelled and no new certificate shall be issued to evidence transferred
shares until the former certificate for at least a like number of shares shall
have been surrendered and cancelled and the corporation reimbursed for any
applicable taxes on the transfer, except that in the case of a lost, destroyed
or mutilated certificate a new one may be issued therefor upon such terms, and
with such indemnity (if any) to the corporation, as the Board of Directors may
prescribe specifically or in general terms or by delegation to a transfer
agent for the corporation.
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Section 8.2 Lost, Stolen or Destroyed Certificates.
The Board of Directors in individual cases, or by general
resolution or by delegation to the transfer agent, 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,
stolen, or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such 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 such lost, stolen or destroyed certificates or
his legal representative, to advertise the same in such manner as it shall
require and/or to give the corporation a bond in such 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, stolen or destroyed.
Section 8.3 Transfers of Stock.
Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, and upon
payment of applicable taxes with respect to such transfer, and in compliance
with any restrictions on transfer applicable to the certificate or shares
represented thereby of which the corporation shall have notice and subject to
such rules and regulations as the Board of Directors may from time to time
deem advisable concerning the transfer and registration of certificates for
shares of capital stock of the corporation, the corporation shall issue a new
certificate to the person entitled thereto, cancel the old certificates and
record the transaction upon its books. Transfers of shares shall be made only
on the books of the corporation by the registered holders thereof or by his
attorney or successor duly authorized as evidenced by documents filed with the
Secretary or transfer agent of the corporation.
Section 8.4 Restrictions on Transfer.
Any stockholder may enter into an agreement with other
stockholders or with the corporation providing for reasonable limitation or
restriction on the right of such stockholder to transfer shares of capital
stock of the corporation held by him, including, without limiting the
generality of the foregoing, agreements granting to such other stockholders or
to the corporation the right to purchase for a given period of time any of
such shares on terms equal to terms offered such stockholders by any third
party. Any such limitation or restriction on the transfer of shares of this
corporation may be set forth on certificates representing shares of capital
stock or notice thereof may be otherwise given to the corporation or the
transfer agent, in which case the corporation of the transfer agent shall not
be required to transfer such shares upon the books of the
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corporation without receipt of satisfactory evidence of compliance with the
terms of such limitation or restriction.
Section 8.5 No Fractional Share Certificates.
Certificates shall not be issued representing fractional
shares of stock.
Section 8.6 Fixing Record Date.
The Board of Directors may fix in advance a date, not
exceeding sixty (60) days, nor less than ten (10) days, preceding the date of
any meeting of stockholders, or the date for the payment of any dividend, or
the date for the allotment of rights, or the date when any change or
conversion or exchange of capital stock shall go into effect, or a date in
connection with obtaining any consent, as a record date for the determination
of the stockholders entitled to notice of, and to vote at, any such meeting,
or adjournment thereof, or entitled to receive payment of any such dividend,
or to any such allotment of right, or to exercise the rights in respect of any
such change, conversion or exchange of capital stock, or to give such consent,
and in such case such stockholders and only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to notice of,
and to vote at, such meeting and any adjournment thereof, or to receive
payment of such dividend, or to receive such allotment of rights, or to
exercise such rights, or to give such consent, 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.
Section 8.7 Stockholders of Record.
The corporation shall be entitled to treat the holder of
record of any share or shares as the holder in fact thereof and accordingly,
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 the laws
of Delaware.
ARTICLE IX -- INDEMNIFICATION
Section 9.1 In General.
Each person who at any time is or shall have been a director
or officer of this corporation, or is or shall have been serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
and his heirs, executors and administrators, shall be indemnified by this
corporation in accordance with and to the full extent permitted by the
Delaware General Corporation Law as in effect at the time of adoption of
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this Bylaw or as amended from time to time. The foregoing right of
indemnification shall not be deemed exclusive of any other rights to which a
person seeking indemnification may be entitled under any Bylaw, agreement,
vote of stockholders or disinterested directors or otherwise. If authorized by
the Board of Directors the corporation may purchase and maintain insurance on
behalf of any person to the full extent permitted by the Delaware General
Corporation Law as in effect at the time of the adoption of this Bylaw or as
amended from time to time.
ARTICLE X -- GENERAL PROVISIONS
Section 10.1 Fiscal Year.
The fiscal year of the corporation shall begin on January
1st of each year and end on December 31st of each year.
ARTICLE XI -- AMENDMENTS
Section 11.1 In General.
Any provision of the Bylaws may be altered, amended or
repealed from time to time by the affirmative vote of a majority of the
stockholders having voting power present in person or by proxy at any annual
meeting of stockholders at which a quorum is present, or at any special
meeting of stockholders at which a quorum is present, if notice of the
proposed alteration, amendment or repeal be contained in the notice of such
special meeting, or by the affirmative vote of a majority of the directors
then qualified and acting at any regular or special meeting of the Board;
provided, however, that the stockholders may provide specifically for
limitations on the power of directors to amend particular Bylaws and, in such
event, the directors' power of amendment shall be so limited; and further
provided that no reduction in the number of directors shall have the effect of
removing any director prior to the expiration of his term of office.
[End of Bylaws]