EXHIBIT 3(II)
AMENDED
5/5/06
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BYLAWS
OF
LITTELFUSE, INC.
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TABLE OF CONTENTS
SECTION HEADING PAGE
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ARTICLE I. OFFICES................................................. 1
Section 1. Registered Office....................................... 1
Section 2. Other Offices........................................... 1
ARTICLE II. STOCKHOLDERS............................................ 1
Section 1. Annual Meeting.......................................... 1
Section 2. Special Meeting......................................... 1
Section 3. Place of Meeting........................................ 1
Section 4. Notice of Meeting....................................... 1
Section 5. Quorum and Adjournment.................................. 2
Section 6. Proxies and Electronic Voting........................... 2
Section 7. Notice of Stockholder Business and Nominations.......... 2
Section 8. Procedure for Election of Directors; Required Vote...... 5
Section 9. Inspectors of Election; Opening and Closing the Polls... 5
Section 10. Record Date for Action by Written Consent............... 5
Section 11. Inspectors of Written Consent........................... 6
Section 12. Effectiveness of Written Consent........................ 6
ARTICLE III. DIRECTORS............................................... 6
Section 1. Management.............................................. 6
Section 2. Number; Election........................................ 6
Section 3. Change in Number........................................ 7
Section 4. Removal................................................. 7
Section 5. Vacancies and Newly Created Directorships............... 7
Section 6. Election of Directors; Cumulative Voting Prohibited..... 7
Section 7. Place of Meetings....................................... 7
Section 8. First Meetings.......................................... 7
Section 9. Regular Meetings........................................ 7
Section 10. Special Meetings........................................ 8
Section 11. Quorum.................................................. 8
Section 12. Action Without Meeting; Telephone Meetings.............. 8
Section 13. Chairman of the Board................................... 8
Section 14. Compensation............................................ 8
ARTICLE IV. COMMITTEES.............................................. 9
Section 1. Designation............................................. 9
Section 2. Number; Qualification; Term............................. 9
Section 3. Authority............................................... 9
Section 4. Committee Changes; Removal.............................. 9
Section 5. Alternate Members of Committees......................... 9
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Section 6. Regular Meetings........................................ 9
Section 7. Special Meetings........................................ 9
Section 8. Quorum; Majority Vote................................... 10
Section 9. Minutes................................................. 10
Section 10. Compensation............................................ 10
Section 11. Responsibility.......................................... 10
ARTICLE V. NOTICES................................................. 10
Section 1. Method.................................................. 10
Section 2. Waiver.................................................. 11
Section 3. Exception to Notice Requirement......................... 11
ARTICLE VI. OFFICERS................................................ 11
Section 1. Officers................................................ 11
Section 2. Election................................................ 11
Section 3. Compensation............................................ 12
Section 4. Removal and Vacancies................................... 12
Section 5. President............................................... 12
Section 6. Vice Presidents......................................... 12
Section 7. Secretary............................................... 12
Section 8. Assistant Secretaries................................... 12
Section 9. Treasurer............................................... 12
Section 10. Assistant Treasurers.................................... 13
ARTICLE VII. CERTIFICATES REPRESENTING SHARES........................ 13
Section 1. Certificates............................................ 13
Section 2. Legends................................................. 13
Section 3. Lost Certificates....................................... 13
Section 4. Transfer of Shares...................................... 14
Section 5. Registered Stockholders................................. 14
ARTICLE VIII. GENERAL PROVISIONS...................................... 14
Section 1. Dividends............................................... 14
Section 2. Reserves................................................ 14
Section 3. Checks.................................................. 14
Section 4. Fiscal Year............................................. 14
Section 5. Seal.................................................... 14
Section 6. Indemnification......................................... 14
Section 7. Transactions with Directors and Officers................ 15
Section 8. Amendments.............................................. 15
Section 9. Table of Contents; Headings............................. 15
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EXHIBIT 3(II)
BYLAWS
OF
LITTELFUSE, INC.
(THE "CORPORATION")
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office of the Corporation
shall be at 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.
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 II
STOCKHOLDERS
Section 1. Annual Meeting. An annual meeting of the stockholders of the
Corporation shall be held each calendar year on such date and at such place and
time as may be fixed by resolution of the Board of Directors.
Section 2. Special Meeting. Subject to the rights of the holders of any
series of stock having a preference over the Common Stock of the Corporation as
to dividends or upon liquidation ("Preferred Stock") with respect to such series
of Preferred Stock, special meetings of the stockholders may be called only by
the Chairman of the Board or by the Board of Directors pursuant to a resolution
adopted by a majority of the total number of directors which the Corporation
would have if there were no vacancies (the "Whole Board").
Section 3. Place of Meeting. The Board of Directors or the Chairman of the
Board, as the case may be, may designate the place of meeting for any annual
meeting or for any special meeting of the stockholders called by the Board of
Directors or the Chairman of the Board. If no designation is so made, the place
of meeting shall be the principal office of the Corporation. Notwithstanding the
foregoing, the Board of Directors may, in its sole discretion, determine that
any such annual meeting shall not be held at any designated place, but may
instead be held solely by means of remote communication.
Section 4. Notice of Meeting. Written or printed notice, stating the place,
if any, day and hour of any annual meeting or special meeting of the
stockholders and the purpose or purposes for which the meeting is called, shall
be given by the Corporation not less than ten (10) days nor more than sixty (60)
days before the date of the meeting. Such further notice shall be given as may
be required by law. Only such business shall be conducted at a special meeting
of stockholders as shall have been brought before the meeting pursuant to the
Corporation's notice
of meeting. Meetings may be held without notice if all stockholders entitled to
vote are present or if notice is waived by those not present in accordance with
Section 2 of Article V of these Bylaws. Any previously scheduled meeting of the
stockholders may be postponed, and (unless the Certificate of Incorporation
otherwise provides) any special meeting of the stockholders may be cancelled, by
resolution of the Board of Directors upon public notice given prior to the date
previously scheduled for such meeting of stockholders.
Section 5. Quorum and Adjournment. Except as otherwise provided by the
Certificate of Incorporation, the holders of a majority of the outstanding
shares of the Corporation entitled to vote generally in the election of
directors (the "Voting Stock"), represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders, except that when specified
business is to be voted on by a class or series of stock voting as a class, the
holders of a majority of the shares of such class or series shall constitute a
quorum of such class or series for the transaction of such business. The Board
of Directors may, in its sole discretion, adopt guidelines and procedures so
that stockholders and proxyholders not physically present at a meeting of
stockholders may, by means of remote communication, be deemed present in person
at a meeting of stockholders, whether such meeting is to be held at a designated
place or solely by means of remote communication. The Chairman of the meeting or
a majority of the shares so represented may adjourn the meeting from time to
time, whether or not there is such a quorum. No notice of the time and place of
adjourned meetings need be given except as required by law. The stockholders
present at a duly called meeting at which a quorum is present may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
Section 6. Proxies and Electronic Voting. At all meetings of stockholders,
a stockholder may vote by proxy executed in writing (or in such manner
prescribed by the General Corporation Law of the State of Delaware) by the
stockholder, or by such stockholder's duly authorized attorney in fact. The
Board of Directors may, in its sole discretion, adopt guidelines and procedures
so that stockholders and proxyholders not physically present at a meeting of
stockholders may, by means of remote communication, participate in a meeting of
stockholders and be deemed present in person and vote at a meeting of
stockholders, whether such meeting is to be held at a designated place or solely
by means of remote communication, provided that (i) the Corporation shall
implement reasonable measures to verify that each person deemed present and
permitted to vote at the meeting by means of remote communication is a
stockholder or proxyholder, (ii) the Corporation shall implement reasonable
measures to provide such stockholders and proxyholders a reasonable opportunity
to participate in the meeting and to vote on matters submitted to the
stockholders, including an opportunity to read or hear the proceedings of the
meeting substantially concurrently with such proceedings, and (iii) if any
stockholder or proxyholder votes or takes other action at the meeting by means
of remote communication, a record of such vote or other action shall be
maintained by the Corporation.
Section 7. Notice of Stockholder Business and Nominations.
(A) Annual Meeting of Stockholders. (1) Nominations of persons for
election to the Board of Directors of the Corporation and the proposal of
business to be considered by the stockholders may be made at an annual
meeting of stockholders (a) pursuant to the
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Corporation's notice of meeting, (b) by or at the direction of the Board of
Directors or (c) by any stockholder of the Corporation who was a
stockholder of record at the time of giving of notice provided for in this
Section 7(A) who is entitled to vote at the meeting and who complies with
the notice procedures set forth in this Section 7(A).
(2) For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (c) of Section 7(A)(1)
of these Bylaws, the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation and such other business must
otherwise be a proper matter for stockholder action. To be timely, a
stockholder's notice shall be delivered to the Secretary at the principal
executive offices of the Corporation not later than the close of business
on the 60th day nor earlier than the close of business on the 90th day
prior to the first anniversary of the preceding year's annual meeting of
stockholders; provided, however, that in the event that the date of the
annual meeting to which such stockholder's notice relates is more than 30
days before or more than 60 days after such anniversary date, notice by the
stockholder to be timely must be so delivered not earlier than the close of
business on the 90th day prior to such annual meeting and not later than
the close of business on the later of the 60th day prior to such annual
meeting or the 10th day following the day on which public announcement of
the date of such annual meeting is first made by the Corporation. In no
event shall the public announcement of an adjournment of an annual meeting
commence a new time period for the giving of a stockholder's notice as
described above. Such stockholder's notice shall set forth (a) as to each
person whom the stockholder proposes to nominate for election or
re-election as a director all information relating to such person that is
required to be disclosed in solicitations of proxies for election of
directors in an election contest, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and Rule 14a-11 thereunder (including such
person's written consent to being named in the proxy statement as a nominee
and to serving as a director if elected); (b) as to any other business that
the stockholder proposes to bring before the meeting, a brief description
of the business desired to be brought before the meeting, the reasons for
conducting such business at the meeting and any material interest in such
business of such stockholder and the beneficial owner, if any, on whose
behalf the proposal is made; and (c) as to the stockholder giving the
notice and the beneficial owner, if any, on whose behalf the nomination or
proposal is made (i) the name and address of such stockholder, as they
appear on the Corporation's books, and of such beneficial owner and (ii)
the class and number of shares of the Corporation which are owned
beneficially and of record by such stockholder and such beneficial owner.
(3) Notwithstanding anything in the second sentence of Section 7(A)(2)
of these Bylaws to the contrary, in the event that the number of directors
to be elected to the Board of Directors of the Corporation is increased and
there is no public announcement by the Corporation naming all of the
nominees for director or specifying the size of the increased Board of
Directors at least 70 days prior to the first anniversary of the preceding
year's annual meeting, a stockholder's notice required by this Section 7(A)
shall also be considered timely, but only with respect to nominees for any
new positions created by such increase, if it shall be delivered to the
Secretary at the principal executive offices of
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the Corporation not later than the close of business on the 10th day
following the day on which such public announcement is first made by the
Corporation.
(B) Special Meetings of Stockholders. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought
before the meeting pursuant to the Corporation's notice of meeting.
Nominations of persons for election to the Board of Directors may be made
at a special meeting of stockholders at which directors are to be elected
pursuant to the Corporation's notice of meeting (a) by or at the direction
of the Board of Directors or (b) provided that the Board of Directors has
determined that directors shall be elected at such special meeting, by any
stockholder of the Corporation who is a stockholder of record at the time
of giving of notice provided for in this Section 7(B), who shall be
entitled to vote at the meeting and who complies with the notice procedures
set forth in this Section 7(B). In the event the Corporation calls a
special meeting of stockholders for the purpose of electing one or more
directors to the Board of Directors, any such stockholder may nominate a
person or persons (as the case may be), for election to such position(s) as
specified in the Corporation's notice of meeting, if the stockholder's
notice required by Section 7(A)(2) of these Bylaws shall be delivered to
the Secretary at the principal executive offices of the Corporation not
earlier than the close of business on the 90th day prior to such special
meeting and not later than the close of business on the later of the 60th
day prior to such special meeting or the 10th day following the day on
which public announcement is first made of the date of the special meeting
and of the nominees proposed by the Board of Directors to be elected at
such meeting. In no event shall the public announcement of an adjournment
of a special meeting commence a new time period for the giving of a
stockholder's notice as described above.
(C) General. (1) Only such persons who are nominated in accordance
with the procedures set forth in this Section 7 shall be eligible to serve
as directors and only such business shall be conducted at a meeting of
stockholders as shall have been brought before the meeting in accordance
with the procedures set forth in this Section 7. Except as otherwise
provided by law, the Certificate of Incorporation or these Bylaws, the
Chairman of the meeting shall have the power and duty to determine whether
a nomination or any business proposed to be brought before the meeting was
made or proposed, as the case may be, in accordance with the procedures set
forth in this Section 7 and, if any proposed nomination or business is not
in compliance with this Section 7, to declare that such defective proposal
or nomination shall be disregarded.
(2) For purposes of this Section 7, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document
publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
(3) Notwithstanding the foregoing provisions of this Section 7, a
stockholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this Section 7. Nothing in
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this Section 7 shall be deemed to affect any rights (a) of stockholders to
request inclusion of proposals in the Corporation's proxy statement
pursuant to Rule 14a-8 under the Exchange Act or (b) of the holders of any
series of Preferred Stock to elect directors under specified circumstances.
Section 8. Procedure for Election of Directors; Required Vote. Election of
directors at all meetings of the stockholders at which directors are to be
elected shall be by ballot and, subject to the rights of the holders of any
series of Preferred Stock to elect directors under specified circumstances, a
plurality of the votes cast thereat shall elect directors. If authorized by the
Board of Directors, such requirement of a written ballot shall be satisfied by a
ballot submitted by electronic transmission, provided that any such electronic
transmission must either set forth or be submitted with information from which
it can be determined that the electronic transmission was authorized by the
stockholder or proxyholder. Except as otherwise provided by law, the Certificate
of Incorporation or these Bylaws, in all matters other than the election of
directors, the affirmative vote of a majority of the shares present in person or
represented by proxy at the meeting and entitled to vote on the matter shall be
the act of the stockholders.
Section 9. Inspectors of Election; Opening and Closing the Polls. The Board
of Directors by resolution shall appoint one or more inspectors, which inspector
or inspectors may include individuals who serve the Corporation in other
capacities, including, without limitation, as officers, employees, agents or
representatives, to act at a meeting of stockholders and make a written report
thereof. One or more persons may be designated as alternative inspectors to
replace any inspector who fails to act. If no inspector or alternate has been
appointed to act or is able to act at a meeting of stockholders, the Chairman of
the meeting shall appoint one or more inspectors to act at the meeting. Each
inspector, before discharging his or her duties, shall take and sign an oath to
execute faithfully the duties of inspector with strict impartiality and
according to the best of his or her ability. The inspectors shall have the
duties prescribed by law. The Chairman of the meeting shall fix and announce at
the meeting the date and time of the opening and the closing of the polls for
each matter upon which the stockholders will vote at the meeting.
Section 10. Record Date for Action by Written Consent. In order that the
Corporation may determine the stockholders entitled to consent to corporate
action in writing without a meeting, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which record
date shall not be more than ten (10) days after the date upon which the
resolution fixing the record date is adopted by the Board of Directors. Any
stockholder of record seeking to have the stockholders authorize or take
corporate action by written consent shall, by written notice to the Secretary,
request the Board of Directors to fix a record date. The Board of Directors
shall promptly, but in all events within ten (10) days after the date on which
such a request is received, adopt a resolution fixing the record date. If no
record date has been fixed by the Board of Directors within ten (10) days of the
date on which such request is received, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting, when no prior action by the Board of Directors is required by
applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
Corporation by delivery to its registered office in Delaware, its principal
place of business or to any officer or agent of the Corporation having custody
of the
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book in which proceedings of meetings of stockholders are recorded. Delivery
made to the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. If no record date has been fixed by
the Board of Directors and prior action by the Board of Directors is required by
applicable law, the record date for determining stockholders entitled to consent
to corporate action in writing without a meeting shall be at the close of
business on the date on which the Board of Directors adopts the resolution
taking such prior action.
Section 11. Inspectors of Written Consent. In the event of the delivery, in
the manner provided by Section 10 of this Article II, to the Corporation of the
requisite written consent or consents to take corporate action and/or related
revocation or revocations, the Corporation shall engage nationally recognized
independent inspectors of elections for the purpose of promptly performing a
ministerial review of the validity of the consents and revocations. For the
purpose of permitting the inspectors to perform such review, no action by
written consent without a meeting shall be effective until such date as the
independent inspectors certify to the Corporation that the consents delivered to
the Corporation in accordance with Section 10 of this Article II represent at
least the minimum number of votes that would be necessary to take the corporate
action. Nothing contained in this Section 11 shall in any way be construed to
suggest or imply that the Board of Directors or any stockholder shall not be
entitled to contest the validity of any consent or revocation thereof, whether
before or after such certification by the independent inspectors, or to take any
other action (including, without limitation, the commencement, prosecution or
defense of any litigation with respect thereto, and the seeking of injunctive
relief in such litigation).
Section 12. Effectiveness of Written Consent. Every written consent shall
bear the date of signature of each stockholder who signs the consent and no
written consent shall be effective to take the corporate action referred to
therein unless, within 60 days of the date the earliest dated written consent
was received in accordance with Section 10 of this Article II, a written consent
or consents signed by a sufficient number of holders to take such action are
delivered to the Corporation in the manner prescribed in Section 10 of this
Article II.
ARTICLE III
DIRECTORS
Section 1. Management. The business and affairs of the Corporation shall be
managed by its Board of Directors, who may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute, the
Certificate of Incorporation or these Bylaws directed or required to be
exercised or done by the stockholders. The Board of Directors shall keep regular
minutes of its proceedings.
Section 2. Number; Election. The number of directors which shall constitute
the whole Board of Directors shall be six (6). No directors need be stockholders
or residents of the State of Delaware. The directors shall be elected at the
annual meeting of the stockholders,
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except as hereinafter provided, and each director elected shall hold office
until his successor is elected and qualified or until his earlier resignation or
removal.
Section 3. Change in Number. The number of directors may be increased or
decreased from time to time by resolution of the Board of Directors, but no
decrease shall have the effect of shortening the term of any incumbent director.
Section 4. Removal. Any director may be removed, with or without cause, at
any annual or special meeting of stockholders, by the affirmative vote of the
holders of a majority of the shares represented in person or by proxy at such
meeting and entitled to vote for the election of such director, if notice of the
intention to act upon such matters shall have been given in the notice calling
such meeting.
Section 5. Vacancies and Newly Created Directorships. Vacancies and
newly-created directorships resulting from any increase in the authorized number
of directors may be filled by a majority of the directors then in office,
although less than a quorum, or by a sole remaining director. Each director so
chosen shall hold office until the first annual meeting of stockholders held
after his election and until his successor is elected and qualified or until his
earlier resignation or removal. If at any time there are no directors in office,
an election of directors may be held in the manner provided by statute. Except
as otherwise provided in these Bylaws, when one or more directors shall resign
from the Board of Directors, effective at a future date, a majority of the
directors then in office, including those who have so resigned, shall have the
power to fill such vacancy or vacancies, the vote thereon to take effect when
such resignation or resignations shall become effective, and each director so
chosen shall hold office as provided in these Bylaws with respect to the filling
of other vacancies.
Section 6. Election of Directors; Cumulative Voting Prohibited. At every
election of directors, each stockholder shall have the right to vote in person
or by proxy or, if authorized by the Board of Directors, by electronic
transmission, the number of voting shares owned by such stockholder for as many
persons as there are directors to be elected and for whose election such
stockholder has a right to vote. Cumulative voting shall be prohibited.
Section 7. Place of Meetings. The directors of the Corporation may hold
their meetings, both regular and special, either within or without the State of
Delaware, or, at the sole discretion of the Board of Directors, any of such
meetings may not be held at any designated place, but may instead be held solely
by means of telephone conference or other communications equipment pursuant to
Section 12 of this Article III.
Section 8. First Meetings. The first meeting of each newly elected Board
shall be held without further notice immediately following the annual meeting of
stockholders, and at the same place, unless by unanimous consent of the
directors then elected and serving, such time or place shall be changed.
Section 9. Regular Meetings. Regular meetings of the Board of Directors may
be held without notice at such time and place as shall from time to time be
determined by the Board of Directors, or, at the sole discretion of the Board of
Directors, any of such meetings may not be
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held at any designated place, but may instead be held solely by means of
telephone conference or other communications equipment pursuant to Section 12 of
this Article III.
Section 10. Special Meetings. Special meetings of the Board of Directors
may be called by the President on twenty-four (24) hours' notice to each
director, if by electronic transmission or hand delivery, or on three (3) days'
notice to each director, if by mail, telegram or cablegram. Special meetings may
be called in like manner and on like notice on the written request of any one of
the directors. Except as may be otherwise expressly provided by statute, the
Certificate of Incorporation or these Bylaws, neither the business to be
transacted at, nor the purpose of, any special meeting need be specified in a
notice or waiver of notice.
Section 11. Quorum. At all meetings of the Board of Directors, the presence
of a majority of the directors shall be necessary and sufficient to constitute a
quorum for the transaction of business, and the vote of a majority of the
directors present at any meeting at which a quorum is present shall be the act
of the Board of Directors, except as may be otherwise specifically provided by
statute, or the Certificate of Incorporation or these 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.
Section 12. Action Without Meeting; Telephone Meetings. Any action required
or permitted to be taken at a meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if all the members of the Board
of Directors or of such committee, as the case may be, consent thereto in
writing and/or by electronic transmission, and the writing or writings or
electronic transmission or transmissions are filed with the minutes of
proceedings of the Board of Directors or such committee, as the case may be.
Such filing shall be in paper form if the minutes are maintained in paper form
and shall be in electronic form if the minutes are maintained in electronic
form. Such consent shall have the same force and effect as a unanimous vote at a
meeting. Subject to applicable notice provisions and unless otherwise restricted
by the Certificate of Incorporation, members of the Board of Directors, or any
committee designated by the Board of Directors, may participate in and hold a
meeting by means of conference telephone or other communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in such meeting shall constitute presence in person at such
meeting, except where a person's participation is for the express purpose of
objecting to the transaction of any business on the ground that the meeting is
not lawfully called or convened.
Section 13. Chairman of the Board. The Board of Directors may elect a
Chairman of the Board to preside at their meetings and to perform such other
duties as the Board of Directors may from time to time assign to him.
Section 14. Compensation. Directors, as such, shall not receive any stated
salary for their services, but, by resolution of the Board of Directors, a fixed
sum and expenses of attendance, if any, may be allowed for attendance at each
regular or special meeting of the Board of Directors; provided, that nothing
herein contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.
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ARTICLE IV
COMMITTEES
Section 1. Designation. The Board of Directors may, by resolution passed by
a majority of the entire Board of Directors, designate one or more committees.
Section 2. Number; Qualification; Term. Each committee shall consist of one
or more directors appointed by resolution adopted by a majority of the entire
Board of Directors. The number of committee members may be increased or
decreased from time to time by resolution adopted by a majority of the entire
Board of Directors. Each committee member shall serve as such until the earliest
of (i) the expiration of his term as director, (ii) his resignation as a
committee member or as a director, or (iii) his removal as a committee member or
as a director.
Section 3. Authority. Each committee, to the extent expressly provided in
the resolution of the Board of Directors establishing such committee, shall have
and may exercise all of the authority of the Board of Directors in the
management of the business and affairs of the Corporation except to the extent
expressly restricted by statute, the Certificate of Incorporation or these
Bylaws.
Section 4. Committee Changes; Removal. The Board of Directors shall have
the power at any time to fill vacancies in, to change the membership of, and to
discharge any committee. The Board of Directors may remove any committee member,
at any time, with or without cause.
Section 5. Alternate Members of Committees. The Board of Directors may
designate one or more directors as alternate members of any committee. Any such
alternate member may replace any absent or disqualified member at any meeting of
the committee.
Section 6. Regular Meetings. Regular meetings of any committee may be held
without notice at such time and place as may be designated from time to time by
the committee and communicated to all members thereof or, at the sole discretion
of the committee, any of such may not be held at any designated place, but may
instead be held solely by means of telephone conference or other communications
equipment pursuant to the provisions of Section 12 of Article III hereof.
Section 7. Special Meetings Special meetings of any committee may be held
whenever called by any committee member. The committee member calling any
special meeting shall cause notice of such special meeting, including therein
the time and place, if any, of such special meeting, to be given to each
committee member at least (i) twenty-four (24) hours before such special meeting
if notice is given by electronic transmission or hand delivery or (ii) at least
three days before such special meeting if notice is given by mail, telegram or
cablegram. Neither the business to be transacted at, nor the purpose of, any
special meeting of any committee need be specified in the notice or waiver of
notice of any special meeting.
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Section 8. Quorum; Majority Vote. At meetings of any committee, a majority
of the number of members designated by the Board of Directors shall constitute a
quorum for the transaction of business. If a quorum is not present at a meeting
of any committee, a majority of the members present may adjourn the meeting from
time to time, without notice other than an announcement at the meeting, until a
quorum is present. The act of a majority of the members present at any meeting
at which a quorum is in attendance shall be the act of a committee, unless the
act of a greater number is required by law, the Certificate of Incorporation or
these Bylaws.
Section 9. Minutes. Each committee shall cause minutes of its proceedings
to be prepared and shall report the same to the Board of Directors upon the
request of the Board of Directors. The minutes of the proceedings of each
committee shall be delivered to the Secretary of the Corporation for placement
in the minute books of the Corporation.
Section 10. Compensation. Committee members may, by resolution of the Board
of Directors, be allowed a fixed sum and expenses of attendance, if any, for
attending any committee meetings or a stated salary.
Section 11. Responsibility. The designation of any committee and the
delegation of authority to it shall not operate to relieve the Board of
Directors or any director of any responsibility imposed upon it or such director
by law.
ARTICLE V
NOTICES
Section 1. Method. Whenever by statute, the Certificate of Incorporation or
these Bylaws, notice is required to be given to any committee member, director
or stockholder and no provision is made as to how such notice shall be given,
any such notice shall be in writing and may be given (a) by hand delivery, (b)
by mail, postage prepaid, addressed to such committee member, director, or
stockholder at his, her or its address as it appears on the books or (in the
case of a stockholder) the stock transfer records of the Corporation, or (c) by
any other method permitted by law, including, but not limited to, overnight
courier service, telegram, cablegram or, to the extent permitted by the
provisions of the General Corporation Law of the State of Delaware, electronic
transmission; provided, however, that any notice given to a stockholder by
electronic transmission must be given by a form of electronic transmission
consented to by the stockholder to whom the notice is given. Any notice required
or permitted to be given by mail shall be deemed to be given when deposited in
the United States mail as aforesaid. Any notice required or permitted to be
given by overnight courier service shall be deemed to be given at the time
delivered to such service with all charges prepaid and addressed as aforesaid.
Any notice required or permitted to be given by telegram or cablegram shall be
deemed to be given at the time transmitted with all charges prepaid and
addressed as aforesaid. Any notice given by electronic transmission shall be
deemed given: (i) if by facsimile telecommunication, when directed to a number
at which the committee member, director or stockholder has consented to receive
notice; (ii) if by electronic mail, when directed to an electronic mail address
at which the committee member, director or stockholder has consented to receive
notice; (iii) if by a posting
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on an electronic network together with separate notice to the committee member,
director or stockholder of such specific posting, upon the later of (A) such
posting and (B) the giving of such separate notice; and (iv) if by any other
form of electronic transmission, when directed to the committee member, director
or stockholder. Notice given by any other method not described above shall only
be deemed to have been given when actually received by the person or entity to
whom such notice is intended to be given.
Section 2. Waiver. Whenever any notice is required to be given to any
stockholder, director, or committee member of the Corporation by statute, the
Certificate of Incorporation or these Bylaws, a written waiver thereof, signed
by the person or persons entitled to such notice, or a waiver by electronic
transmission by the person entitled to notice, whether before or after the time
stated therein, shall be equivalent to notice. Attendance of a stockholder,
director, or committee member at a meeting shall constitute a waiver of notice
of such meeting, except when the person attends for the express purpose of
objecting at the beginning of the meeting to the transaction of any business on
the ground that the meeting is not lawfully called or convened.
Section 3. Exception to Notice Requirement. The giving of any notice
required under any provision of the General Corporation Law of the State of
Delaware, the Certificate of Incorporation or these Bylaws shall not be required
to be given to any stockholder to whom (i) notice of two consecutive annual
meetings, and all notices of meetings or of the taking of action by written
consent without a meeting to such stockholder during the period between such two
consecutive annual meetings, or (ii) all, and at least two, payments (if sent by
first class mail) of dividends or interest on securities during a twelve-month
period, have been mailed addressed to such person at his address as shown on the
records of the Corporation and have been returned undeliverable. If any such
stockholder shall deliver to the Corporation a written notice setting forth such
stockholder's then current address, the requirement that notice be given to such
stockholder shall be reinstated.
ARTICLE VI
OFFICERS
Section 1. Officers. The officers of the Corporation shall be elected by
the directors and shall be a President, a Vice President, a Secretary, and a
Treasurer. The Board of Directors may also choose a Chairman of the Board,
additional Vice Presidents and one or more Assistant Secretaries and Assistant
Treasurers. Any two or more offices may be held by the same person, except that
no person shall be both the President and the Secretary.
Section 2. Election. The Board of Directors at its first meeting after each
annual meeting of stockholders shall elect the officers of the Corporation, none
of whom need be a member of the Board, a stockholder or a resident of the State
of Delaware. The Board of Directors may appoint such other officers and agents
as it shall deem necessary, who shall be appointed for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board of Directors.
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Section 3. Compensation. The compensation of all officers and agents of the
Corporation shall be fixed by the Board of Directors.
Section 4. Removal and Vacancies. Each officer of the Corporation shall
hold office until his successor is elected and qualified or until his earlier
resignation or removal. Any officer or agent elected or appointed by the Board
of Directors may be removed either for or without cause by a majority of the
directors represented at a meeting of the Board of Directors at which a quorum
is represented, whenever in the judgment of the Board of Directors the best
interests of the Corporation will be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed. If
the office of any officer becomes vacant for any reason, the vacancy may be
filled by the Board of Directors.
Section 5. President. The President shall be the chief executive officer of
the Corporation. He shall preside at all meetings of the stockholders and the
Board of Directors unless the Board of Directors shall elect a Chairman of the
Board, in which event the President shall preside at Board meetings in the
absence of the Chairman of the Board. The President shall have general and
active management of the business and affairs of the Corporation, shall see that
all orders and resolutions of the Board are carried into effect, and shall
perform such other duties as the Board of Directors shall prescribe.
Section 6. Vice Presidents. In the absence of the President or in the event
of his inability to refusal to act, the Vice President (or in the event there is
more than one Vice President, the vice presidents in the order designated by the
Board, or in the absence of any designation, then in the order of their election
or appointment) shall perform the duties of the President, and when so acting
shall have all the powers of and be subject to all of the restrictions upon the
President. Each Vice President shall have only such powers and perform only such
duties as the Board of Directors may from time to time prescribe or as the
President may from time to time delegate to him.
Section 7. Secretary. The Secretary shall attend all sessions of the Board
of Directors and all meetings of the stockholders and record all votes and the
minutes of all proceedings in a book to be kept for that purpose and shall
perform like duties for any committee when required. Except as otherwise
provided herein, the Secretary shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the Board of Directors, and
shall perform such other duties as may be prescribed by the Board of Directors
or President, under whose supervision he shall be. He shall keep in safe custody
the seal of the Corporation and, when authorized by the Board of Directors,
affix the same to any instrument requiring it, and, when so affixed, it shall be
attested by his signature or by the signature of the Treasurer or an Assistant
Secretary.
Section 8. Assistant Secretaries. Each Assistant Secretary shall have only
such powers and perform only such duties as the Board of Directors may from time
to time prescribe or as the President may from time to time delegate.
Section 9. Treasurer. The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements of the
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Corporation and shall deposit all monies and other valuable effects in the name
and to the credit of the Corporation in such depositories as may be designated
by the Board of Directors. He shall disburse the funds of the Corporation as may
be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and directors, at the regular
meetings of the Board of Directors, or whenever they may require it, an account
of all his transactions as Treasurer and of the financial condition of the
Corporation, and shall perform such other duties as the Board of Directors may
prescribe. If required by the Board of Directors, he shall give the Corporation
a bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in his possession or under
his control belonging to the Corporation.
Section 10. Assistant Treasurers. Each Assistant Treasurer shall have only
such powers and perform only such duties as the Board of Directors may from time
to time prescribe.
ARTICLE VII
CERTIFICATES REPRESENTING SHARES
Section 1. Certificates. The shares of the Corporation shall be represented
by certificates in such form as shall be determined by the Board of Directors.
Such certificates shall be consecutively numbered and shall be entered in the
books of the Corporation as they are issued. Each certificate shall state on the
face thereof the holder's name, the number and class of shares, and the par
value of such shares or a statement that such shares are without par value. Each
certificate shall be signed by the President or a Vice President and by the
Secretary or an Assistant Secretary and may be sealed with the seal of the
Corporation or a facsimile thereof. Any or all of the signatures on a
certificate may be facsimile.
Section 2. Legends. The Board of Directors shall. have the power and
authority to provide that certificates representing shares of stock shall bear
such legends as the Board of Directors shall authorize, including, without
limitation, such legends as the Board of Directors deems appropriate to assure
that the Corporation does not become liable for violations of federal or state
securities laws or other applicable law.
Section 3. Lost Certificates. The Corporation may issue a new certificate
representing shares in place of any certificate 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 to be lost,
stolen or destroyed. The Board of Directors, in its discretion and as a
condition precedent to the issuance thereof, may require the owner of such lost,
stolen or destroyed certificate, or his legal representative, to advertise the
same in such manner as it shall specify and/or to give the Corporation a bond in
such form, in such sum, and with such surety or sureties 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.
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Section 4. Transfer of Shares. Shares of stock shall be transferable only
on the books of the Corporation by the holder thereof in person or by his duly
authorized attorney. Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate representing shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation or the transfer agent of the
Corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.
Section 5. Registered Stockholders. The Corporation shall be entitled to
treat the holder of record of any share or shares of stock as the holder in fact
thereof for any and all purposes, and, accordingly, shall not be bound to
recognize any equitable or other claim 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.
ARTICLE VIII
GENERAL PROVISIONS
Section 1. Dividends. The directors, subject to any restrictions contained
in the Certificate of Incorporation, may declare dividends upon the shares of
the Corporation's capital stock. Dividends may be paid in cash, in property, or
in shares of the Corporation, subject to the provisions of the General
Corporation Law of Delaware and the Certificate of Incorporation.
Section 2. Reserves. By resolution of the Board of Directors, the directors
may set apart out of any of the funds of the Corporation such reserve or
reserves as the directors from time to time, in their discretion, think proper
to provide for contingencies, or to equalize dividends, or to repair or maintain
any property of the Corporation, or for such other purposes as the directors
shall think beneficial to the Corporation, and the directors may modify or
abolish any such reserve in the manner in which it was created.
Section 3. Checks. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
Section 4. Fiscal Year. The fiscal year of the Corporation shall be fixed
by resolution of the Board of Directors.
Section 5. Seal. The corporate seal shall have inscribed thereon the name
of the Corporation. Said seal may be used by causing it or a facsimile thereof
to be impressed or affixed or reproduced or otherwise.
Section 6. Indemnification. The Corporation shall indemnify its directors,
officers, employees and agents to the fullest extent permitted by the General
Corporation Law of Delaware and the Certificate of the Incorporation.
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Section 7. Transactions with Directors and Officers. No contract or other
transaction between the Corporation and any other corporation and no other act
of the Corporation shall, in the absence of fraud, be invalidated or in any way
affected by the fact that any of the directors of the Corporation are
pecuniarily or otherwise interested in such contract, transaction or other act,
or are directors or officers of such other corporation. Any director of the
Corporation, individually, or any firm or corporation of which any such director
may be a member, may be a party to, or may be pecuniarily or otherwise
interested in, any contract or transaction of the Corporation; provided,
however, that the fact that the director, individually, or the firm or
corporation is so interested shall be disclosed or shall have been known to the
Board of Directors or a majority of such members thereof as shall be present at
any annual meeting or at any special meeting, called for that purpose, of the
Board of Directors at which action upon any contract or transaction shall be
taken. Any director of the Corporation who is so interested may be counted in
determining the existence of a quorum at any such annual or special meeting of
the Board of Directors which authorizes such contract or transaction, any may
vote thereat to authorize such contract or transaction with like force and
effect as if he were not such director or officer of such other corporation or
not so interested. Every director of the Corporation is hereby relieved from any
disability which might otherwise prevent him from carrying out transactions with
or contracting with the Corporation for the benefit of himself or any firm,
corporation, trust or organization in which or with which he may be in anywise
interested or connected.
Section 8. Amendments. These Bylaws may be altered, amended or repealed or
new Bylaws may be adopted by the stockholders or by the Board of Directors at
any regular meeting of the stockholders or the Board of Directors, at any
special meeting of the stockholders or the Board of Directors if notice of such
alteration, amendment, repeal, or adoption of new Bylaws be contained in the
notice of such special meeting, or by written consent of the Board of Directors
or the stockholders without a meeting.
Section 9. Table of Contents; Headings. The Table of Contents and headings
used in these Bylaws have been inserted for convenience only and do not
constitute matters to be construed in interpretation.
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