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Exhibit 3.2
EFFECTIVE SEPTEMBER 11, 2000
BYLAWS
OF
CENTURION WIRELESS TECHNOLOGIES, INC.
Article 1
OFFICES
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Section 1. REGISTERED OFFICE. The registered office of the corporation in
the State of Delaware shall be located at 2711 Centerville Road, Suite 400,
Wilmington, Delaware 19808, in the County of New Castle. The name of the
corporation's registered agent at such address shall be Corporation Service
Company. The registered office and/or registered agent of the corporation may
be changed from time to time by action of the board of directors.
Section 2. 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 or the business of the corporation
may require.
Article 2
SHAREHOLDERS
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Section 1. ANNUAL MEETING. The annual meeting of the shareholders shall be
held on the 2nd Tuesday in the month of July in each year, beginning with the
year 2001, at the hour of 10:00 A.M., for the purpose of electing directors and
for the transaction of such other business as may come before the meeting. If
the day fixed for the annual meeting shall be a legal holiday in the State of
Delaware, such meeting shall be held on the next succeeding business day. If
the election of directors shall not be held on the day designated herein for
any annual meeting of the shareholders, or at any adjournment thereof, the Board
of Directors shall cause the election to be held at a special meeting of the
shareholders as soon thereafter as conveniently may be.
Section 2. SPECIAL MEETINGS. Special meetings of the shareholders for any
purpose or purposes, unless otherwise prescribe by statute, may be called by the
President or by the Board of Directors, and shall be called by the President at
the request of the holders of not less than one-tenth of all of the
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outstanding shares of the corporation entitled to vote at the meeting.
Section 3. Place of Meeting. The Board of Directors may designate any
place, either within or without the State of Delaware, as the place of meeting
for any annual meeting or for any special meeting called by the Board of
Directors. A waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within or without the State of Delaware,
as the place for holding of such meeting. If no designation is made, or if a
special meeting be otherwise called, the place of meeting shall be the
registered office of the corporation in the State of Delaware.
Section 4. Notice of Meeting. Written or printed notice stating the place,
day and hour of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
nor more than fifty days before the date of the meeting, either personally or by
mail, by or at the direction of the President, or the Secretary, or the officer
or persons calling the meeting to each shareholder of record entitled to vote at
such meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the shareholder at his address
as it appears as the stock transfer books of the corporation, with postage
thereon prepaid.
Section 5. Closing of Transfer Books or Fixing of Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors of the
corporation may provide that the stock transfer books shall be closed for a
stated period but not to exceed, in any case, fifty (50) days. If the stock
transfer books shall be closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, such books shall
be closed for at least ten (10) days immediately preceding such meeting. In lieu
of closing the stock transfer books, the Board of Directors may fix in advance a
date as the record date for any such determination of shareholders, such date in
any case to be not more than fifty (50) days prior to the date on which the
particular action requiring such determination of shareholders is to be taken.
If the stock transfer books are not closed and no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the Board of
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Directors declaring such dividend is adopted, as the case may be, shall be the
record date for such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this section, such determination shall apply to any adjournment
thereof.
Section 6. Voting Lists. The officer or agent having charge of the stock
transfer books for shares of the corporation shall make, at least ten (10) days
before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting, or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each,
which list, for a period of ten days prior to such meeting, shall be kept on
file at the registered office of the corporation and shall be subject to
inspection by any shareholder at any time during usual business hours. Such
list shall also be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any shareholder during the whole time
of the meeting. The original stock transfer book shall be prima facie evidence
as to who are the shareholders entitled to examine such list or transfer books
or to vote at any meeting of shareholders.
Section 7. Quorum. A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If less than a majority of the
outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned 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. The shareholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough shareholders to leave less than a quorum.
Section 8. Proxies. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by his duly authorized
attorney in fact. Such proxy shall be filed with the Secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution unless otherwise provided in the
proxy.
Section 9. Voting of Shares. Subject to the provisions of Section 11 of
this Article II, each outstanding share entitled to vote shall be entitled to
one vote upon each matter submitted to a vote at a meeting of shareholders.
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Section 10. Voting of Shares by Certain Holders. Shares standing in the
name of another corporation 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.
Section 11. Cumulative Voting. At each election for directors every
shareholder entitled to vote at such election shall have the right to vote, in
person or by proxy, the number of shares owned by him for as many persons as
there are directors to be elected and for whose election he has a right to
vote, or to cumulate his votes by giving one candidate as many votes as the
number of such directors multiplied by the number of his shares shall equal, or
by distributing such votes on the same principle among any number of candidate.
Section 12. Informal Action by Shareholders. Any action required to be
taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof.
ARTICLE I
BOARD OF DIRECTORS
Section 13. General Powers. The business and affairs of the corporation
shall be managed by its Board of Directors.
Section 14. Number, Tenure and Qualifications. The number of directors
which shall constitute the Board of Directors shall be seven (7) members, which
number may be increased or decreased from time to time by resolution of the
Board of Directors; provided, that such number shall be increased to such number
of directors which are designated pursuant to the terms and conditions of the
Stockholders Agreement entered into by the corporation and the stockholders of
the corporation, (as in effect from time to time, the "Stockholders Agreement")
for so long as (i) such agreement has been filed with the corporation and (ii)
has not been terminated.
1. The following persons shall be elected to the corporation's Board
of Directors:
1. three Persons designated by holders of a majority of the
Cornerstone Stockholder Shares, who shall initially be Mark
Rossi,
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Robert Getz and Tony Downer (each a "Cornerstone Designated Director");
2. two Persons designated by the holders of a majority of the Kuck Stockholder
Shares, who shall initially be Gary Kuck and Susan J. Kuck (each a "Kuck
Designated Director");
3. One Person jointly designated by holders of a majority of the Cornerstone
Stockholder Shares and a majority of the Kuck Stockholder Shares, shall be
elected to the corporation's Board of Directors within twelve months of
the date hereof (such person, a "Jointly Designated Director");
4. one Person designated by holders of a majority of the Cornerstone
Stockholder Shares who shall not be an employee of either the Company or
Cornerstone, who shall initially be P. Jackson Bell (such person, an
"Independent Director");
2. During a Series C Default (as defined in the Company's Restated
Articles of Incorporation), the holders of a majority of the Series C
Convertible Preferred Stock shall be entitled to designate one Person on to the
Board of Directors, as a director, which director shall hold a position to be
created by increasing the number of directors by one during the continuation of
a Series C Default.
3. For as long as it is a Stockholder, the State of Wisconsin Investment
Board ("Wisconsin") shall be permitted to nominate a person, whose nomination is
approved by the entire Board of Directors, to act as a non-participating
observer (the "Observer") who shall be entitled to notice of and attendance at
all meetings of the Board of Directors and all committees of the Board of
Directors and to be reimbursed for any reasonable out-of-pocket expenses
incurred in attending such meetings, but who shall not vote on any matters at
such meetings.
4. If a Public Sale (as defined in the Stockholders Agreement) has not
been consummated on or before the two year anniversary of the date hereof, for
as long as it is a Stockholder, Wisconsin shall be entitled, in lieu of
nominating an Observer, to designate one Person on to the Board of Directors as
a director, which director shall hold a
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position to be created by increasing the number of directors by one for as long
as Wisconsin is a Stockholder.
5. The composition of the Board of Directors of each of the Company's
Subsidiaries (a "Sub Board") shall be determined by a majority of the entire
Board of Directors;
6. The Board of Directors and each Sub Board shall create a Compensation
Committee and an Audit Committee, a majority of the composition of each such
committee shall consist of Persons other than Kuck Designated Directors;
7. All committees of the Board of Directors or a Sub Board (other than
the Compensation Committee and Audit Committee) shall be created only upon the
approval of a majority of the voting power of the Board of Directors and the
composition of each such committee (if any) shall consist of such persons as
the Board of Directors determines;
8. In each case, the Cornerstone Designated Directors, the Kuck Designated
Directors, the Jointly Designated Directors and the Independent Directors shall
be removed from the Board of Directors, a Sub Board or any committee thereof
(without cause) at the written request of the Stockholder or Stockholders which
have the right to designate such directors hereunder, but only upon such
written request and under no other circumstances; and
9. In the event that any representative designated hereunder for any
reason ceases to serve as a member of the Board of Directors or a Sub Board or
any committee thereof during such representative's term of office, the
resulting vacancy on the Board of Directors or such Sub Board or committee
shall be filled by a representative designated by the Stockholder or
Stockholders who designated the departing director.
10. The Company shall pay the reasonable out-of-pocket expenses incurred
by each director in connection with attending the meetings of the Board of
Directors or any Sub Board and any committee thereof. In addition, the Company
shall pay such additional reasonable compensation to directors who are not
employees of the Company or any of its Subsidiaries as the Board of Directors
so determines.
11. The provisions of this Section 2 shall terminate (i) with respect to
the holders of the Cornerstone Stockholder Shares (as defined in the
Stockholders Agreement), if such holders hold less than 10% of the outstanding
Stockholder
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Shares (as defined in the Stockholders Agreement), (ii) with respect to the
holders of the Kuck Stockholder Shares (as defined in the Stockholders
Agreement), if such holders hold less than 10% of the outstanding
Stockholder Shares, and (iii) automatically and be of no further force and
effect upon the consummation of a Qualified Public Offering (as defined in
the Stockholders Agreement).
12. If any party fails to designate a representative to fill a
directorship pursuant to the terms of this Section 2, the election of a
Person to such directorship shall be accomplished in accordance with the
provisions of these Bylaws, the Company's Restated Articles of
Incorporation, and applicable law. In the event that any provision of these
Bylaws or the Company's Restated Articles of incorporation is inconsistent
with any provision of this Section 2, the Stockholders (as defined in the
Stockholders Agreement) shall take such action as may be necessary to amend
any such provision in Bylaws or the Company's Restated Articles of
Incorporation to remedy such inconsistency.
Section 15. Regular Meetings. A regular meeting of the Board of Directors
shall be held without other notice than this by-law immediately after, and at
the same place as, the annual meeting of shareholders. 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 16. Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the President or any two directors. The
person or persons authorized to call special meetings of the Board of Directors
may fix any place, either within or without the State of Delaware, as the place
for holding any special meeting of the Board of Directors called by them.
Section 17. Notice. Notice of any special meeting shall be given at least
two (2) days previously thereto by written notice delivered personally or mailed
to each director at his business address, or by telegram. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail so
addressed, with postage thereon prepaid. If notice be given by telegram such
notice shall be deemed to be so Delivered when the telegram is delivered to the
telegraph company. Any director may waive notice of any meeting. The attendance
of a director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully
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called or convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the Board of Directors need be specified
in the notice or waiver of notice of such meeting.
Section 18. Quorum. A majority of the number of directors fixed by
Section 2 of this Article shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.
Section 19. Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors.
Section 20. Vacancies. Subject to the provisions of Section 2 of this
Article III, any vacancy occurring in the Board of Directors may be filled by
the affirmative vote of a majority of the remaining directors though less than
a quorum of the Board of Directors. A director elected to fill a vacancy shall
be elected for the unexpired term of his predecessor in office. Any
directorship to be filled by reason of an increase in the number of directors
shall be filled by election at any annual meeting or at a special meeting of
shareholders called for that purpose.
Section 21. Presumption of Assent. A director of the corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be 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 the Secretary
of the meeting before the adjournment of the meeting. Such right to dissent
shall not apply to a director who voted in favor of such action.
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ARTICLE II
OFFICERS
Section 22. Number. The officers of the corporation shall be a
President, one or more Vice Presidents (the number thereof to be determined by
the Board of Directors), a Secretary, and a Treasurer, each of whom shall be
elected by the Board of Directors. Such other officers and assistant officers
as may be deemed necessary may be elected or appointed by the Board of
Directors. Any two or more offices may be held by the same person.
Section 23. Election and Term of Office. The officers of the corporation
to be elected by the Board of Directors shall be elected annually by the Board
of Directors at the first meeting of the Board of Directors held after each
annual meeting of the shareholders. If the election of officers shall not be
held at such meeting, such election shall be held as soon thereafter as
conveniently may be. Each officer shall hold office until his successor shall
have been duly elected and shall have qualified or until his death or until he
shall resign or shall have been removed in the manner hereinafter provided.
Section 24. Removal. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the corporation would be served thereby, but
such removal shall be without prejudice to the contract rights, if any, of the
person so removed.
Section 25. Vacancies. A vacancy in an office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.
Section 26. President. The President shall be the principal executive
officer of the corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the corporation. He shall, when present, preside at all meetings of
the shareholders and of the Board of Directors. He may sign, with the Secretary
or any other proper officer of the corporation thereunto authorized by the
Board of Directors, certificates for shares of the corporation, any deeds,
mortgages, boards, contracts, or other instruments which the Board of Directors
has authorized to be executed, except in cases while the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
bylaws to some other officer or agent of the corporation, or shall be required
by law to be otherwise signed or executed; and in general shall
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perform all duties incident to the office of President and such other duties as
may be prescribed by the Board of Directors from time to time.
Section 27. Vice Presidents. In the absence of the President or in the
event of his death, inability or refusal to act, the Vice President (or in the
event there be more than one Vice President, the Vice President in the order
designated at the time of their election, or in the absence of any designation,
then in the order of their election) shall perform the duties of the President,
and when so acting, shall have all the powers of and be subject to all the
restrictions upon the President. Any Vice President may sign, with the Secretary
or an Assistant Secretary, certificates for shares of the corporation; and shall
perform such other duties as from time to time may be assigned to him by the
President or by the Board of Directors.
Section 28. Secretary. The Secretary shall: (a) keep the minutes of the
shareholders' and of the Board of Directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these bylaws or as required by law; (c) be custodian of
the corporate records and of the seal of the corporation and see that the seal
of the corporation is affixed to all documents the execution of which on behalf
of the corporation under its seal is duly authorized; (d) keep a register of the
post office address of each shareholder which shall be furnished to the
Secretary by such shareholder; (e) sign with the President, or a Vice President,
certificates for shares of the corporation, the issuance of which shall have
been authorized by resolution of the Board of Directors; (f) have general charge
of the stock transfer books of the corporation; and (g) 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.
Section 29. Treasurer. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board of Directors shall determine. He
shall: (a) have charge and custody of and be responsible for all funds and
securities of the corporation; receive and give receipts for moneys due and
payable to the corporation from any source whatsoever, and deposit all moneys in
the name of the corporation in such banks, trust companies or other depositories
as shall be selected in accordance with provisions of Article V of these bylaws;
and (b) in general perform all of the duties incident to the office of Treasurer
and such other duties as from time to time may be assigned to him by the
President or by the Board of Directors.
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Section 30. Assistant Secretaries and Assistant Treasurers. The Assistant
Secretaries, when authorized by the Board of Directors, may sign with the
President or a Vice President certificates for shares of the corporation the
issuance of which shall have been authorized by a resolution of the Board of
Directors. The Assistant Treasurers shall respectively, if required by the
Board of Directors, give bonds for the faithful discharge of their duties in
such sums and with such sureties as the Board of Directors shall determine. The
Assistant Secretaries and Assistant Treasurers, in general, shall perform such
duties as shall be assigned to them by the Secretary or the Treasurer,
respectively, or by the President or the Board of Directors.
Section 31. Salaries. The salaries of the officers shall be fixed from time
to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
corporation.
ARTICLE III
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 32. Contracts. 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 of and on behalf of the corporation, and such
authority may be general or confined to specific instances.
Section 33. Loans. No loans shall be contracted on behalf of the
corporation and no evidence of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
Section 34. Checks, Drafts, Etc. All checks, 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
determined by resolution of the Board of Directors.
Section 35. 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 IV
CERTIFICATES FOR SHARES AND THEIR TRANSFER
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Section 36. Certificates for Shares. Certificates representing shares of
the corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the President or a Vice
President and by the Secretary or an Assistant Secretary. All certificates for
shares shall be consecutively numbered or otherwise identified. The name and
address of the person to whom the shares represented thereby are issued, with
the number of shares and date of issue, shall be entered on the stock transfer
books of the corporation. All certificates surrendered to the corporation for
transfer shall be canceled and no new certificates shall be issued until the
former certificates for a like number of shares shall have been surrendered and
canceled, except that in case of a lost, destroyed or mutilated certificate a
new one may be issued therefore upon such terms and indemnity to the
corporation as the Board of Directors may prescribe.
Section 37. Transfer of Shares. Transfer of shares of the corporation
shall be made only on the stock transfer books of the corporation by the holder
of record thereof or by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary of the
corporation, and on surrender for cancellation of the Certificate for such
shares. The person in whose name shares stand on the books of the corporation
shall be deemed by the corporation to be the owner thereof for all purposes.
ARTICLE V
FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of January
and end on the last day of December of each year.
ARTICLE VI
DIVIDENDS
The Board of Directors may from time to time declare, and the Corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law and its articles of incorporation.
ARTICLE VII
SEAL
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The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation,
the state of incorporation and the words "Corporate Seal."
ARTICLE VIII
WAIVER OF NOTICE
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Wherever any notice is required to be given to any shareholder or director
of the corporation under the provisions of these bylaws or under the provisions
of the articles of incorporation or under the provisions of the Delaware General
Corporation Law, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice.
ARTICLE IX
AMENDMENTS
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These bylaws may be altered, amended or repealed and new bylaws may be
adopted by the Board of Directors at any regular or special meeting of the Board
of Directors.
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