EXHIBIT 3.20
BYLAWS
OF
WASTE SERVICES OF ALABAMA, INC.
I. REFERENCES TO CERTAIN TERMS AND CONSTRUCTION
1.01 Certain References. Any reference herein made to the "Corporation"
shall mean Waste Services of Alabama, Inc., a Delaware Corporation. Any
reference herein made to law shall be deemed to refer to the law of the State of
Delaware, including any applicable provision of Chapter 1 of Title 8 of the
Delaware Statutes, or any successor statutes, as from time to time amended and
in effect (sometimes referred to herein as the "Delaware General Corporation
Law"). Any reference herein made to the Corporation's Certificate shall be
deemed to refer to its Certificate of Incorporation and all amendments thereto
as at any given time on file with the Delaware Secretary of State (any reference
herein to that office being intended to include any successor to the
incorporating and related functions being performed by that office at the date
of the initial adoption of these Bylaws). Except as otherwise required by law,
the term "stockholder" as used herein shall mean one who is a holder of record
of shares of the Corporation.
1.02 Seniority. The law and the Certificate (in that order of
precedence) shall in all respects be considered senior and superior to these
Bylaws, with any inconsistency to be resolved in favor of the law and such
Certificate (in that order of precedence), and with these Bylaws to be deemed
automatically amended from time to time to eliminate any such inconsistency
which may then exist.
1.03 Computation of Time. The time during which an act is required to be
done, including the time for the giving of any required notice herein, shall be
computed by excluding the first day or hour, as the case may be, and including
the last day or hour.
II. OFFICES
2.01 Principal Office. The principal office or place of business of the
Corporation in the State of Delaware shall be the registered office of the
Corporation in the State of Delaware. The Corporation may change its registered
office from time to time in accordance with the relevant provisions of the
Delaware General Corporation Law. The Corporation may have such other offices,
either within or without the State of Delaware, as the Board of Directors may
designate or as the business of the Corporation may require from time to time.
III. STOCKHOLDERS
3.01 Annual Stockholder Meeting. The annual meeting of the stockholders
shall be held on such date, at such time and place, either within or without the
State of Delaware, as shall be fixed by the Board of Directors and stated in the
notice of the meeting, at which meetings the stockholders shall elect members of
the Board of Directors and transact such other business as may properly come
before the meeting.
3.02 Special Stockholder Meetings. Subject to the rights of the holder
of any series of preferred stock of the Corporation, unless otherwise prescribed
by law or by the Certificate, special meetings of the stockholders, for any
purpose, may be called by the Chairman, President or Chief Executive Officer of
the Corporation, and shall be called by the President, the Chief Executive
Officer or the Secretary of the Corporation if requested by a majority of
members of the Board of Directors (whether or not there exists any vacancy in
previously authorized directorships at the time any such resolution is presented
to the Board of Directors for adoption). Any business to be transacted at a
special meeting of stockholders must be confined to the purposes stated in the
notice of the stockholders' meeting and to such additional matters as the
chairman of the meeting may rule to be relevant to such purposes. The Board of
Directors shall designate the place for any meeting of stockholders, and if no
designation is made, the stockholders' meeting shall take place at the principal
office of the Corporation.
3.03 Notice of Stockholders Meetings.
(a) Required Notice. Except as otherwise allowed or required by
law, written notice stating the place, day and hour of any annual or special
stockholders meeting shall be given not less than ten (10) nor more than sixty
(60) days before the date of the meeting by or at the direction of the person or
persons calling the meeting, to each stockholder entitled to vote at such
meeting and to any other stockholder entitled to receive notice of the meeting
by law or the Certificate. Such notice may be given either personally or by
sending a copy thereof through the mail, by telegraph, by private delivery
service (including overnight courier), or by facsimile transmission, charges
prepaid, to each stockholder at his or her address as it appears on the records
of the Corporation. If the notice is sent by mail, by telegraph or by private
delivery service, it shall be deemed to have been given to the person entitled
thereto when deposited in the United States mail or with a telegraph office or
private delivery service for transmission to such person. If the notice is sent
by facsimile transmission, it shall be deemed to have been given upon
transmission, if transmission occurs on a business day before 5:00 p.m. at the
place of receipt, and upon the business day following transmission, if
transmission occurs after 5:00 p.m.
(b) Adjourned Meeting. If any stockholders meeting is adjourned to
a different date, time, or place, notice need not be given of the new date,
time, and place, if the new date, time, and place are announced at the meeting
at which the adjournment is taken. But if the adjournment is for more than
thirty (30) days, or if after the adjournment a new record date is fixed for the
adjourned meeting, then notice of the adjourned meeting shall be given to each
stockholder of record entitled to such notice pursuant to Section 3.03(a).
(c) Waiver of Notice. Any stockholder may waive notice of a
meeting (or any notice of any other action required to be given by the Delaware
General Corporation Law, the Corporation's Certificate, or these Bylaws), at any
time before, during, or after the meeting or other action, by a writing signed
by the stockholder entitled to the notice. Each such waiver shall be delivered
to the Corporation for inclusion in the minutes or filing with the corporate
records. Attendance of a stockholder at a meeting shall constitute a waiver of
notice of the meeting, except when the stockholder 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.
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(d) Contents of Notice. The notice of each special stockholders
meeting shall include a description of the purpose or purposes for which the
meeting is called. Except as required by law or the Corporation's Certificate,
the notice of an annual stockholders meeting need not include a description of
the purpose or purposes for which the meeting is called.
3.04 Fixing of Record Date. For the purpose of determining stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or in order to make a determination of stockholders for any
other proper purpose, the Board of Directors may fix a date as the 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. In the case of determining
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, such record date shall not be more than sixty (60) days
nor less than ten (10) days prior to the date of such meeting. In the case of
determining stockholders entitled to consent to corporate action in writing
without a meeting (which entitlement shall be limited as set forth in Section
3.13), the 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. In the case of determining stockholders entitled to receive payment
of any dividend or other distribution or allotment of any rights or the
stockholders entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
the record date shall be not more than sixty (60) days prior to such action. If
no record date is so fixed by the Board of Directors, the record date for the
determination of stockholders shall be as provided in the Delaware General
Corporation Law.
When a determination of stockholders entitled to notice of or to vote at
any meeting of stockholders has been made as provided in this Section 3.04, such
determination shall apply to any adjournment thereof, unless the Board of
Directors fixes a new record date.
3.05 Stockholder List. The officer who has charge of the stock ledger of
the Corporation shall make, at least ten (10) days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address and the number
of shares held by each. The stockholder list shall be available for inspection
by any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten (10) days prior to the meeting at a
place within the city where the meeting is to be held, which place shall be
specified in the meeting notice, or, if not so specified, at the place where the
meeting is to be held. The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present. Except as otherwise provided by law, failure to
comply with this Section 3.05 shall not affect the validity of any action taken
at the meeting.
3.06 Stockholder Quorum and Voting Requirements. Unless otherwise
provided in the Certificate, these Bylaws or as required by law:
(a) a majority of the shares outstanding and entitled to be voted,
present in person or represented by proxy, shall constitute a quorum at a
meeting of stockholders:
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(b) with respect to any matter to be voted upon at a meeting,
other than the election of directors, the affirmative vote of the majority of
the shares present in person or represented by proxy at such meeting and
entitled to be voted on such matter shall be at the act of the stockholders;
(c) with respect to the election of directors at any meeting,
directors shall be elected by a plurality of the votes of the shares present in
person or represented by proxy at such meeting and entitled to be voted in such
election; and
(d) where a separate vote by a class or classes is required, a
majority of the outstanding shares of such class or classes, present in person
or represented by proxy, shall constitute a quorum entitled to take action with
respect to that vote on that matter and the affirmative vote of the majority of
shares of such class or classes present in person or represented by proxy at the
meeting shall be the act of such class.
Except as provided below, voting shall be by ballot on any question as to
which a ballot vote is demanded prior to the time the voting begins by any
person entitled to vote on such question; otherwise, a voice vote shall suffice.
Unless otherwise provided in the Certificate, all elections of directors shall
be by written ballot. No ballot or change of vote shall be accepted after the
polls have been declared closed following the ending of the announced time for
voting.
3.07 Proxies. At all meetings of stockholders, a stockholder may vote in
person or by proxy duly executed in writing by the stockholder or the
stockholder's duly authorized attorney-in-fact. Such proxy shall comply with
law and shall be filed with the Secretary of the Corporation or other person
authorized to tabulate votes before or at the time of the meeting. No proxy
shall be valid after three (3) years from the date of its execution unless
otherwise provided in the proxy. The burden of proving the validity of any
undated, irrevocable, or otherwise contested proxy at a meeting of the
stockholders shall rest with the person seeking to exercise the same. A
facsimile appearing to have been transmitted by a stockholder or by such
stockholder's duly authorized attorney-in-fact may be accepted as a sufficiently
written and executed proxy.
3.08 Voting of Shares. Unless otherwise provided in the Certificate or
the Delaware General Corporation Law, each outstanding share entitled to vote
shall be entitled to one (1) vote upon each matter submitted to a vote at a
meeting of stockholders.
3.09 Election Inspectors. The Board of Directors, in advance of any
meeting of the stockholders, may appoint an election inspector or inspectors to
act at such meeting (and at any adjournment thereof). If an election inspector
or inspectors are not so appointed, the chairman of
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proper to conduct elections and voting with complete fairness to all
stockholders. No such election inspector need be a stockholder of the
Corporation.
3.10 Organization and Conduct of Meetings. Each meeting of the
stockholders shall be called to order and thereafter chaired by the Chairman of
the Board of Directors if there is one, or, if not, or if the Chairman of the
Board is absent or so requests, then by the President, or if both the Chairman
of the Board and the President are unavailable, then by such other officer of
the Corporation or such stockholder as may be appointed by the Board of
Directors. The Corporation's Secretary or in his or her absence, an Assistant
Secretary shall act as secretary of each meeting of the stockholders. If neither
the Secretary nor an Assistant Secretary is in attendance, the chairman of the
meeting may appoint any person (whether a stockholder or not) to act as
secretary for the meeting. After calling a meeting to order, the chairman
thereof may require the registration of all stockholders intending to vote in
person and the filing of all proxies with the election inspector or inspectors,
if one or more have been appointed (or, if not, with the secretary of the
meeting). After the announced time for such filing of proxies has ended, no
further proxies or changes, substitutions, or revocations of proxies shall be
accepted. If directors are to be elected, a tabulation of the proxies so filed
will, if any person entitled to vote in such election so requests, be announced
at the meeting (or adjournment thereof) prior to the closing of the election
polls. Absent a showing of bad faith on his or her part, the chairman of a
meeting will, among other things, have absolute authority to fix the period of
time allowed for the registration of stockholders and the filing of proxies, to
determine the order of business to be conducted at such meeting, and to
establish reasonable rules for expediting the business of the meeting and
preserving the orderly conduct thereof (including any informal, or question and
answer portions thereof).
3.11 Stockholder Approval or Ratification. The Board of Directors may
submit any contract or act for approval or ratification of the stockholders at a
duly constituted meeting of the stockholders. Except as otherwise required by
law, if any contract or act so submitted is approved or ratified by a majority
of the votes cast thereon at such meeting, the same shall be valid and as
binding upon the Corporation and all of its stockholders as it would be if it
were the act of its stockholders.
3.12 Informalities and Irregularities. All informalities or
irregularities in any call or notice of a meeting of the stockholders or in the
areas of credentials, proxies, quorums, voting, and similar matters, shall be
deemed waived if no objection is made at the meeting.
3.13 Action by Unanimous Written Consent. Any action required or
permitted to be taken at a meeting of the stockholders may only be taken without
a meeting if one (1) or more consents in writing, setting forth the action so
taken, is/are signed by the holders of all outstanding shares of the Corporation
that would be entitled to vote on such action at a meeting of stockholders. Each
consent shall bear the date of signature of each stockholder who signs the
consent. The consent(s) shall be delivered to the Corporation in accordance with
law for inclusion in the minutes or filing with the corporate record.
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IV. BOARD OF DIRECTORS
4.01 General Powers. The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors.
4.02 Number, Tenure, and Qualification of Directors. Unless otherwise
provided in the Certificate, the authorized number of directors shall be not
less than one (1) and not more than nine (9). The number of directors in office
from time to time shall be within the limits specified above, except as
prescribed initially in the Certificate and thereafter as prescribed from time
to time by resolution adopted by either the stockholders or by the Board of
Directors. Each director shall hold office until his or her successor is duly
elected and qualified or until his or her earlier resignation or removal.
Directors do not need to be residents of the State of Delaware or stockholders
of the Corporation.
4.03 Regular Meetings of the Board of Directors. A regular annual meeting
of the Board of Directors is to be held as soon as practicable after the
adjournment of each annual meeting of the stockholders, either at the place of
the stockholders meeting or at such other place as the directors elected at the
stockholders meeting may have been informed of at or prior to the time of their
election. Additional regular meetings may be held at regular intervals at such
places and at such times as the Board of Directors may determine.
4.04 Special Meetings of the Board of Directors. Special meetings of the
Board of Directors may be held whenever and wherever called for by the Chairman,
the President, the Chief Executive Officer, or the number of directors that
would be required to constitute a quorum.
4.05 Notice of, and Waiver of Notice for, Directors Meetings. No notice
need be given of regular meetings of the Board of Directors. Notice of the time
and place (but not necessarily the purpose or all of the purposes) of any
special meeting shall be given to each director in person or by telephone, or
electronic mail or facsimile transmission. Notice to any director of any such
special meeting shall be deemed given sufficiently in advance when (i), if given
by mail, the same is deposited in the United States mail at least four (4) days
before the meeting date, with postage thereon prepaid, (ii), if given by
facsimile transmission, the same is transmitted at least 24 hours prior to the
convening of the meeting, or (iii), if personally delivered (including by
overnight courier) or given by telephone or electronic mail, the same is handed,
or the substance thereof is communicated telephonically or electronically to the
director or to an adult member of his or her office staff or household, at least
24 hours prior to the convening of the meeting. Any director may waive notice of
any meeting and any adjournment thereof at any time before, during, or after it
is held, as provided by law. Except as provided in the next sentence below, the
waiver must be in writing, signed by the director entitled to the notice, and
filed with the minutes or corporate records. The attendance of a director 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.
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4.06 Director Quorum. A majority of the total number of directors then in
office shall constitute a quorum for the transaction of business at any meeting
of the Board of Directors, unless the Certificate requires a greater number.
4.07 Directors, Manner of Acting.
(a) The affirmative vote of a majority of the directors present at
a meeting at which a quorum is present shall be the act of the Board of
Directors unless the Certificate or these Bylaws require a greater percentage
and except as otherwise required by law.
(b) Any or all directors may participate in a regular or special
meeting by, or conduct the meeting through the use of, conference telephone or
similar communications equipment by means of which all persons participating in
the meeting may hear each other, in which case any required notice of such
meeting may generally describe the arrangements (rather than or in addition to
the place) for the holding thereof. A director participating in a meeting by
this means is deemed to be present in person at the meeting.
(c) A director who is present at a meeting of the Board of
Directors or a committee of the Board of Directors when corporate action is
taken is deemed to have assented to the action taken unless: (1) the director
objects at the beginning of the meeting (or promptly upon his or her arrival) to
holding it or transacting business at the meeting; or (2) his or her dissent or
abstention from the action taken is entered in the minutes of the meeting; or
(3) he or she delivers written notice of his or her dissent or abstention to the
presiding officer of the meeting before its adjournment or to the Corporation
before 5:00 p.m. on the next business day after the meeting. The right of
dissent or abstention is not available to a director who votes in favor of the
action taken.
4.08 Director Action Without a Meeting. Any action required or permitted
to be taken by the Board of Directors at a meeting may be taken without a
meeting if the action is taken by unanimous written consent of the Board of
Directors as evidenced by one (1) or more written or electronic consents
describing the action taken, signed, either manually or electronically, by each
director and filed with the minutes or proceedings of the Board of Directors.
4.09 Removal of Directors by Stockholders. Except as limited by the
Certificate or by law, any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of the outstanding
shares entitled to vote at an election of directors.
4.10 Board of Director Vacancies. Unless the Certificate provides
otherwise and except as otherwise provided by law, any vacancy or newly created
directorship may be filled by a majority of the directors then in office,
although less than a quorum, or by a sole remaining director.
4.11 Director Compensation. Unless otherwise provided in the Certificate,
by resolution of the Board of Directors, each director may be paid his or her
expenses, if any, of attendance at each meeting of the Board of Directors or any
committee thereof, and may be paid a stated salary as director or a fixed sum
for attendance at each meeting of the Board of Directors or any committee
thereof, or both. No such payment shall preclude any director from serving the
Corporation in any capacity and receiving compensation therefor.
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4.12 Director Committees.
(a) Creation of Committees. The Board of Directors may create one
(1) or more committees and appoint members of the Board of Directors to serve on
them. Each committee shall have one (1) or more members, who serve at the
pleasure of the Board of Directors.
(b) Selection of Members. The creation of a committee and
appointment of members to it shall be approved by a majority of the directors in
office when the action is taken. The Board of Directors may designate one or
more directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of the committee. In the absence or
disqualification of any member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
she or they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of any such absent or
disqualified member.
(c) Required Procedures. Sections 4.03 through 4.08 of this
Article IV, which govern meetings, action without meetings, notice and waiver of
notice, and quorum and voting requirements of the Board of Directors, apply to
committees and their members.
(d) Authority. Unless limited by the Certificate and except to the
extent limited by law, each committee may exercise those aspects of the
authority of the Board of Directors which the Board of Directors confers upon
such committee in the resolution creating the committee.
4.13 Director Resignations. Any director or committee member may resign
from his or her office at any time by written notice delivered to the
Corporation as required by law. Any such resignation shall be effective upon its
receipt unless some later time is therein fixed, and then from that time. The
acceptance of a resignation shall not be required to make it effective.
V. OFFICERS
5.01 Number of Officers. The officers of the Corporation shall be a
President and a Secretary, each of whom shall be appointed by the Board of
Directors. Such other officers and assistant officers as may be deemed
necessary, including a Chairman, one or more Vice-Presidents and a Treasurer,
may be appointed by the Board of Directors. If specifically authorized by the
Board of Directors, an officer may appoint one (1) or more other officers or
assistant officers. The same individual may simultaneously hold more than one
(1) office in the Corporation.
5.02 Appointment and Term of Office. The officers of the Corporation
shall be appointed by the Board of Directors for a term as determined by the
Board of Directors. The designation of a specified term grants to the officer no
contract rights, and the Board of Directors can remove the officer at any time
prior to the termination of such term. If no term is specified, an officer of
the Corporation shall hold office until he or she resigns, dies, or until he or
she is removed in the manner provided by law or in Section 5.03 of this Article
V. The regular election or appointment of officers will take place at each
annual meeting of the Board of Directors, but elections of officers may be held
at any other meeting of the Board.
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5.03 Resignation and Removal of Officers. An officer may resign at any
time by delivering written notice to the Corporation. A resignation is effective
when the notice is delivered unless the notice specifies a later effective date
or event. Any officer may be removed by the Board of Directors at any time, with
or without cause. Such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Appointment of an officer shall not of
itself create contract rights.
5.04 Duties of Officers. Officers of the Corporation shall have authority
to perform such duties as may be prescribed from time to time by law, in these
Bylaws, or by the Board of Directors, the President or the superior officer of
any such officer. Each officer of the Corporation (in the order designated
herein or by the Board) shall be vested with all of the powers and charged with
all of the duties of his or her superior officer in the event of such superior
officer's absence, death, or disability.
5.05 President. Unless otherwise specified by resolution of the Board of
Directors, the President shall be the principal executive officer of the
Corporation and, subject to the control of the Board of Directors, shall
supervise and control all of the business and affairs of the Corporation and the
performance by all of its other officers of their respective duties and in
general shall 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.
The President shall, when present, and in the absence of a Chairman of the
Board, preside at all meetings of the Stockholders and of the Board of
Directors. The President will be a proper officer to sign on behalf of the
Corporation any deed, bill of sale, assignment, option, mortgage, pledge, note,
bond, evidence of indebtedness, application, consent (to service of process or
otherwise), agreement, indenture, contract, or other instrument, except in each
such case where 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.
The President may represent the Corporation at any meeting of the Stockholders
or members of any other Corporation, association, partnership, joint venture, or
other entity in which the Corporation then holds shares of capital stock or has
an interest, and may vote such shares of capital stock or other interest in
person or by proxy appointed by him or her, provided that the Board of Directors
may from time to time confer the foregoing authority upon any other person or
persons.
5.06 Vice-President. If appointed, in the absence of the President or in
the event of his/her death or disability, the Vice-President (or in the event
there be more than one Vice-President, the Vice-Presidents in the order
designated at the time of their election, or in the absence of any such
designation then in the order of their appointment) shall perform the duties
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signed or executed. Any Vice-President may represent the Corporation at any
meeting of the Stockholders or members of any other Corporation, association,
partnership, joint venture, or other entity in which the Corporation then holds
shares of capital stock or has an interest, and may vote such shares of capital
stock or other interest in person or by proxy appointed by him or her, provided
that the Board of Directors may from time to time confer the foregoing authority
upon any other person or persons. A Vice-President shall perform such other
duties as from time to time may be assigned to him/her by the President or by
the Board of Directors.
5.07 Secretary. The Secretary shall: (a) keep the minutes of the
proceedings of the Stockholders and of the Board of Directors and any committee
of the Board of Directors and all unanimous written consents of the
Stockholders, Board of Directors, and any committee of the Board of Directors in
one (1) 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 any seal of the
Corporation; (d) when requested or required, authenticate any records of the
Corporation; (e) keep a register of the address of each Stockholder which shall
be furnished to the Secretary by such Stockholder; and (f) 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/her by the President or by the Board of
Directors. Except as may otherwise be specifically provided in a resolution of
the Board of Directors, the Secretary will be a proper officer to take charge of
the Corporation's stock transfer books and to compile the voting record pursuant
to Section 3.05 above, and to impress the Corporation's seal, if any, on any
instrument signed by the President, any Vice President, or any other duly
authorized person, and to attest to the same. In the absence of the Secretary, a
secretary pro tempore may be chosen by the directors or Stockholders as
appropriate to perform the duties of the Secretary.
5.08 Treasurer. The Treasurer shall: (a) have charge and custody of and
be responsible for all funds and securities of the Corporation; (b) receive and
give receipts for moneys due and payable to the Corporation from any source
whatsoever, and deposit all such moneys in the name of the Corporation in such
bank, trust companies, or other depositories as shall be selected by the Board
of Directors or any proper officer; (c) keep full and accurate accounts of
receipts and disbursements in books and records of the Corporation; and (d) 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/her by the President or
by the Board of Directors. The Treasurer will render to the President, the
directors, and the Stockholders at proper times an account of all his or her
transactions as Treasurer and of the financial condition of the Corporation. The
Treasurer shall be responsible for preparing and filing such financial reports,
financial statements, and returns as may be required by law.
5.09 Chairman of the Board. The Board of Directors may elect a Chairman
to serve as a general executive officer of the Corporation, and, if specifically
designated as such by the Board of Directors, as the chief executive officer of
the Corporation. If elected, the Chairman will preside at all meetings of the
Board of Directors and be vested with such other powers and duties as the Board
of Directors may from time to time delegate to him or her.
5.10 Salaries. The salaries of the officers of the Corporation may be
fixed from time to time by the Board of Directors or (except as to the
President's own) left to the discretion of the
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President. No officer will be prevented from receiving a salary by reason of the
fact that he or she is also a director of the Corporation.
5.11 Additional Appointments. In addition to the officers contemplated in
this Article V, the Board of Directors may appoint other agents of the
Corporation with such authority to perform such duties as may be prescribed from
time to time by the Board of Directors.
VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER
6.01 Certificates for Shares.
(a) Content. Certificates representing shares of the Corporation
shall, at a minimum, state on their face the name of the issuing Corporation and
that it is formed under the laws of the State of Delaware, the name of the
person to whom issued, and the number and class of shares and the designation of
the series, if any, the certificate represents. Such certificates shall be
signed (either manually or by facsimile to the extent allowable by law) by any
of the Chairman of the Board (if any), the President, or any Vice-President and
by the Secretary or any assistant secretary or the Treasurer or any assistant
treasurer of the Corporation, and may be sealed with a corporate seal or a
facsimile thereof. Each certificate for shares shall be consecutively numbered
or otherwise identified and shall exhibit such information as may be required by
law. If a supply of unissued certificates bearing the facsimile signature of a
person remains when that person ceases to hold the office of the Corporation
indicated on such certificates or ceases to be the transfer agent or registrar
of the Corporation, they may still be issued by the Corporation and
countersigned, registered, issued, and delivered by the Corporation's transfer
agent and/or registrar thereafter, as though such person had continued to hold
the office indicated on such certificate.
(b) Legend as to Class or Series. If the Corporation is authorized
to issue different classes of shares or different series within a class, the
powers, designations, preferences, and relative, participating, optional, or
other special rights applicable to each class or series and the qualifications,
limitations, or restrictions of such preference and/or rights shall be set forth
in full or summarized on the front or back of each certificate as required by
law. Alternatively, each certificate may state on its front or back that the
Corporation shall furnish a stockholder this information on request and without
charge.
(c) Stockholder List. The name and address of the person to whom
shares are issued, with the number of shares and date of issue, shall be entered
on the stock transfer books of the Corporation.
(d) Lost Certificates. In the event of the loss, theft, or
destruction of any certificate representing shares of the Corporation or of any
predecessor Corporation, the Corporation may issue (or, in the case of any such
shares as to which a transfer agent and/or registrar have been appointed, may
direct such transfer agent and/or registrar to countersign, register, and issue)
a new certificate, and cause the same to be delivered to the registered owner of
the shares represented thereby; provided that such owner shall have submitted
such evidence showing the circumstances of the alleged loss, theft, or
destruction, and his, her, or its ownership
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of the certificate, as the Corporation considers satisfactory, together with any
other facts that the Corporation considers pertinent; and further provided that,
if so required by the Corporation, the owner shall provide a bond or other
indemnity in form and amount satisfactory to the Corporation (and to its
transfer agent and/or registrar, if applicable).
6.02 Registration of the Transfer of Shares. Registration of the transfer
of shares of the Corporation shall be made only on the stock transfer books of
the Corporation. In order to register a transfer, the record owner shall
surrender the shares to the Corporation for cancellation, properly endorsed by
the appropriate person or persons with reasonable assurances that the
endorsements are genuine and effective. Unless the Corporation has established a
procedure by which a beneficial owner of shares held by a nominee is to be
recognized by the Corporation as the owner, the Corporation shall be entitled to
treat the registered owner of any share of the capital stock of the Corporation
as the absolute owner thereof and, accordingly, shall not be bound to recognize
any beneficial, equitable, or other claim to, or interest in, such share on the
part of any other person, whether or not it has notice thereof, except as may
expressly be provided by applicable law, including as may be contemplated by
Title 6, Subtitle I, Article 8 of the Delaware code (or any comparable successor
statutes), as in effect from time to time.
6.03 Shares Without Certificates. The Board of Directors may authorize
the issuance of uncertificated shares by the Corporation and may prescribe
procedures for the issuance and registration of transfer thereof and with
respect to such other matters as the Board of Directors shall deem necessary or
appropriate.
VII. DISTRIBUTIONS
7.01 Distributions. Subject to such restrictions or requirements as may
be imposed by applicable law or the Corporation's Certificate or as may
otherwise be binding upon the Corporation, the Board of Directors may from time
to time declare, and the Corporation may pay or make, dividends or other
distributions to its stockholders.
VIII. CORPORATE SEAL
8.01 Corporate Seal. The Board of Directors may provide for a corporate
seal of the Corporation that shall have inscribed thereon any designation
including the name of the Corporation, Delaware as the state of incorporation,
the year of incorporation, and the words "Corporate Seal."
IX. AMENDMENTS
9.01 Amendments. The Corporation's Board of Directors may amend or repeal
these Bylaws unless the Certificate or the Delaware General Corporation Law
reserve any particular exercise of this power exclusively to the stockholders in
whole or part. The stockholders may amend or repeal these Bylaws even though
these Bylaws may also be amended or repealed by its Board of Directors.
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