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EXHIBIT 3.2
BY LAWS
OF
MELITA INTERNATIONAL CORPORATION
ARTICLE I
OFFICES
The corporation shall at all times maintain a registered office in the
State of Georgia and a registered agent at that address but may have other
offices located within or outside the State of Georgia as the Board of
Directors may determine.
ARTICLE II
SHAREHOLDERS' MEETINGS
2.1 Annual Meeting. A meeting of shareholders of the Corporation
shall be held annually, within five (5) months of the end of each fiscal year
of the Corporation. The annual meeting shall be held at such time and place
and on such date as the Directors shall determine from time to time and as
shall be specified in the notice of the meeting.
2.2 Special Meetings. Special meetings of the shareholders may be
called at any time by the Chief Executive Officer or any holder or holders of
as much a twenty-five percent of the outstanding capital stock of the
corporation. Special meetings shall be held at such a time and place and on
such date as shall be specified in the notice of the meeting.
2.3 Place. Annual or special meetings of shareholders may be held
within or without the State of Georgia.
2.4 Notice. Notice of annual or special shareholders meetings
stating place, day and hour of the meeting shall be given in writing not less
than ten nor more than sixty days before the date of the meeting, either mailed
to the last known address or personally given to each shareholder. Notice of a
meeting may be waived by an instrument in writing executed before or after the
meeting. The waiver need not specify the purpose of the meeting or the
business transacted, unless one of the purposes of the meeting concerns a plan
of merger or consolidation, in which event the waiver shall comply with the
further requirements of law concerning such
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waivers. Attendance at such meeting in person or by proxy shall constitute a
waiver of notice thereof. Notice of any special meeting of shareholders shall
state the purpose or purposes for which the meeting is called. The notice of
any meeting at which amendments to or restatements of the articles of
incorporation, merger or consolidation of the corporation, or the disposition
of corporate assets requiring shareholder approval are to be considered shall
state such purpose, and further comply with all requirements of law.
2.5 Quorum. At all meetings of shareholders a majority of the
outstanding shares of stock shall constitute a quorum for the transaction of
business, and no resolution or business shall be transacted without the
favorable vote of the holders of a majority of the shares represented at the
meeting and entitled to vote. A lesser number may adjourn from day to day, and
shall announce the time and place to which the meeting is adjourned.
2.6 Action in Lieu of Meeting. Any action to be taken at a
meeting of the shareholders of the corporation, or any action that may be taken
at a meeting of the shareholders, may be taken without a meeting if a consent
in writing setting forth the action so taken shall be signed by the holders of
all of the shares entitled to vote with respect to the subject matter thereof,
or by the holders of such lesser number of shares as may be required in
accordance with any lawful provision of the Articles of Incorporation, and any
further requirements of law pertaining to such consents have been complied
with.
ARTICLE III
DIRECTORS
3.1 Management. Subject to these Bylaws, or any lawful agreement
between the shareholders, the full and entire management of the affairs and
business of the corporation shall be vested in the Board of Directors, which
shall have and may exercise all of the powers that may be exercised or
performed by the corporation.
3.2 Number of Directors. The shareholders shall fix by
resolution the precise number of members of the Board of Directors, provided
that the Board of Directors shall consist of not
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fewer than two (2) nor more than nine (9) members. Directors shall be elected
at each annual meeting of the shareholders and shall serve for a term of one
year and until their successors are elected. A majority of said Directors
shall constitute a quorum for the transaction of business. All resolutions
adopted and all business transacted by the Board of Directors shall require the
affirmative vote of a majority of the Directors present at the meeting.
3.3 Vacancies. The Directors may fill the place of any Director
which may become vacant prior to the expiration of his or her term, such
appointment by the Directors to continue until the expiration of the term of
the Director whose place has become vacant, or may fill any directorship
created by reason of an increase in the number of directors, such appointment
by the Directors to continue for a term of office until the next election of
directors by the shareholders and until the election of the successor.
3.4 Meetings. The Directors shall meet annually, without notice,
following the annual meeting of the shareholders. Special meetings of the
Directors may be called at any time by the Chief Executive Officer or by any
two Directors, on two days' written notice to each Director, which notice shall
specify the time and place of the meeting. Notice of any such meeting may be
waived by an instrument in writing executed before or after the meeting.
Directors may attend and participate in meetings either in person or by means
of conference telephones or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and participation
in a meeting by means of such communication equipment shall constitute presence
in person at any meeting. Attendance in person at such meeting shall
constitute a waiver of notice thereof.
3.5 Action in Lieu of Meeting. Any action to be taken at a
meeting of the Directors, or any action that may be taken at a meeting of the
Directors, may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the Directors and any
further requirements of law pertaining to such consents have been complied
with.
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3.6 Removal. Any Director may be removed from office, with or
without cause, upon the majority vote of the shareholders, at a meeting with
respect to which notice of such purpose is given.
ARTICLE IV
OFFICERS
4.1 General Provisions. The officers of the corporation shall
consist of a Chief Executive Officer, a President, a Secretary and a Treasurer
who shall be elected by the Board of Directors, and such other officers as may
be elected by the Board of Directors or appointed as provided in these Bylaws.
Each officer shall be elected or appointed for a term of office running until
the meeting of the Board of Directors following the next annual meeting of the
shareholders of the corporation, or such other term as provided by resolution
of the Board of Directors or the appointment to office. Each officer shall
serve for the term of office for which he is elected or appointed and until his
or her successor has been elected or appointed and has qualified or his or her
earlier resignation, removal from office or death. Any two or more offices may
be held by the same person.
4.2 Chief Executive Officer. The Chief Executive Officer of the
corporation shall have general and active management of the operation of the
corporation. He or she shall be responsible for the administration of the
corporation, including general supervision of the policies of the corporation
and general and active management of the financial affairs of the corporation,
and shall execute bonds, mortgages or other contracts in the name and on behalf
of the corporation.
4.3 President. The President shall perform such duties and have
such powers as may be delegated by the Chief Executive Officer or the Board of
Directors.
4.4 Secretary. The Secretary shall keep minutes of all meetings
of the shareholders and Directors and have charge of the minute books, stock
books and seal of the corporation and
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shall perform such other duties and have such other powers as may from time to
time be delegated to him or her by the President, the Chief Executive Officer
or the Board of Directors.
4.5 Treasurer. The Treasurer shall be charged with the management
of the financial affairs of the corporation, shall have the power to recommend
action concerning the corporation's affairs to the President or the Chief
Executive Officer, and shall perform such other duties and have such other
powers as may from time to time be delegated to him or her by the President,
the Chief Executive Officer or the Board of Directors.
4.6 Assistant Secretaries and Treasurers. Assistants to the
Secretary and Treasurer may be appointed by the President or the Chief
Executive Officer or elected by the Board of Directors and shall perform such
duties and have such powers as shall be delegated to them by the President, the
Chief Executive or the Board of Directors.
4.7 Vice Presidents. The corporation may have one or more Vice
Presidents, appointed by the President or the Chief Executive Officer, who
shall perform such duties and have such powers as may be delegated by the
President, the Chief Executive Officer or the Board of Directors.
ARTICLE V
CAPITAL STOCK
5.1 Share Certificates. Share certificates shall be numbered in
the order in which they are issued. They shall be signed by the Chief
Executive Officer and the Secretary and the seal of the corporation shall be
affixed thereto. Share certificates shall be kept in a book and shall be
issued in consecutive order therefrom. The name of the person owning the
shares, the number of shares, and the date of issue shall be entered on the
stub of each certificate. Share certificates exchanged or returned shall be
cancelled by the Secretary and placed in their original place in the stock
book.
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5.2 Transfer of Shares. Transfers of shares shall be made on the
stock books of the corporation by the holder in person or by power of attorney,
on surrender of the old certificate for such shares, duly assigned.
5.3 Voting. The holders of the capital stock shall be entitled to
one vote for each share of stock standing in their name.
ARTICLE VI
SEAL
The seal of the corporation shall be in such form as the Board of
Directors may from time to time determine. In the event it is inconvenient to
use such a seal at any time, the signature of the corporation followed by the
word "Seal" enclosed in parentheses or scroll shall be deemed the seal of the
corporation. The seal shall be in the custody of the Secretary and affixed by
the Secretary's assistants on the certificates of stock and other appropriate
papers.
ARTICLE VII
AMENDMENT
These Bylaws may be amended by majority vote of the Board of Directors
of the Corporation or by majority vote of the shareholders, provided that the
shareholders may provide by resolution that any Bylaw provision repealed,
amended, adopted or altered by them may not be repealed, amended, adopted or
altered by the Board of Directors.
ARTICLE VIII
INDEMNIFICATION
Each person who is or was a Director or officer of the Corporation,
and each person who is or was a Director or officer of the Corporation who at
the request of the Corporation is serving or has served as an officer,
Director, partner, joint venturer or trustee of another corporation,
partnership, joint venture, trust or other enterprise shall be indemnified by
the Corporation against those expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement which are allowed to be paid or reimbursed
by the Corporation under the laws of the
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State of Georgia and which are actually and reasonably incurred in connection
with any action, suit, or proceeding, pending or threatened, whether civil,
criminal, administrative or investigative, in which such person may be involved
by reason of his or her being or having been a Director or officer of this
Corporation or of such other enterprises. Such indemnification shall be made
only in accordance with the laws of the State of Georgia and subject to the
conditions prescribed therein.
In any instance where the laws of the State of Georgia permit
indemnification to be provided to persons who are or have been an officer or
Director of the Corporation or who are or have been an officer, Director,
partner, joint venturer or trustee of any such other enterprise only on a
determination that certain specified standards of conduct have been met, upon
application for indemnification by any such person the Corporation shall
promptly cause such determination to be made (i) by the Board of Directors by
majority vote of a quorum consisting of Directors not at the time parties to
the proceeding; (ii) if a quorum cannot be obtained by majority vote of a
committee duly designated by the Board of Directors (in which designation
Directors who are parties may participate), consisting solely of two or more
Directors not at the time parties to the proceeding; (iii) by special legal
counsel selected by the Board of Directors or its committee in the manner
prescribed in (i) or (ii), or if a quorum of the Board of Directors cannot be
obtained under (i), and a committee cannot be designated under (ii), selected
by majority vote of the full Board of Directors (in which selection directors
who are parties may participate); or (iv) by the shareholders, but shares owned
by or voted under the control of directors who are at the time parties to the
proceeding may not be voted on the determination.
As a condition to any such right of indemnification, the Corporation
may require that it be permitted to participate in the defense of any such
action or proceeding through legal counsel designated by the Corporation and at
the expense of the Corporation.
The Corporation may purchase and maintain insurance on behalf of any
such persons whether or not the Corporation would have the power to indemnify
such officers and Directors against any liability under the laws of the State
of Georgia. If any expenses or other amounts are
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paid by way of indemnification, other than by court order, action by
shareholders, or by an insurance carrier, the Corporation shall provide notice
of such payment to the shareholders in accordance with the provisions of the
laws of the State of Georgia.
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