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EXHIBIT 3.32
Adopted: December 29, 1995
AMENDED AND RESTATED BY-LAWS
OF
RAPID SYSTEMS SOLUTIONS, INC.
ARTICLE I
STOCKHOLDERS
Section l.l. Annual Meeting. The annual meeting of the Stockholders of
the Corporation shall be held each year during the third month after the close
of the Corporations fiscal year, on a day to be duly designated by the Board of
Directors, for the purpose of electing Directors and for the transaction of any
other corporate business that may come before the meeting.
Section 1.2. Special Meetings. A special meeting of the Stockholders may
be called, at any time and for any purpose or purposes, by the President, by a
Vice President, or by a majority of the Board of Directors. A special meeting of
the Stockholders shall be called forthwith by the President, by a Vice
President, by the Secretary, or by any Director of the Corporation (i) upon the
written request of any Stockholder in accordance with Section 2.4.D of these
By-Laws, or (ii) at any time, upon the written request of the Stockholders
entitled to cast at least twenty-five percent (25%) of all the votes entitled to
be cast at the meeting. However, a special meeting need not be called to
consider any matter that is substantially the same as a matter voted on at any
special meeting of the Stockholders held during the preceding twelve (12)
months, unless requested by the Stockholders entitled to cast a majority of all
votes entitled to be cast at the meeting. Whenever a special meeting is called
by written request of the Stockholders, the request shall state the purpose or
purposes of the meeting. Business transacted at any special meeting of
stockholders shall be confined to the purpose or purposes stated in the notice
of the meeting.
Section 1.3. Place of Holding Meetings. All meetings of Stockholders
shall be held at the principal office of the Corporation, or elsewhere in the
United States as may be designated by the Board of Directors.
Section 1.4. Notice of Meetings. Written notice of each meeting of the
Stockholders shall be given to each Stockholder in accordance with Section 7.2
of these By-Laws, at least ten (10) days and not more than ninety (90) days
before the meeting. The notice shall state the place, day, and hour at which the
meeting
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is to be held; in the case of a special meeting, the notice also shall state
briefly the purpose or purposes of that special meeting.
Section 1.5 Quorum. Except as otherwise specifically provided by law, by
the Charter of the Corporation, or by these By-Laws, at each meeting of the
Stockholders, the presence in person or by proxy of the holders of record of a
majority of the shares of the capital stock of the Corporation issued and
outstanding and entitled to vote at the meeting constitutes a quorum. If less
than a quorum is in attendance at the time for which the meeting has been
called, the meeting may be adjourned from time to time by a majority vote of the
Stockholders present in person or by proxy, without any notice other than by
announcement at the meeting, until a quorum is in attendance. At any adjourned
meeting at which a quorum is in attendance, any business may be transacted that
might have been transacted if the meeting had been held as originally called.
Section 1.6. Conduct of Meetings. Each meeting of the Stockholders shall
be presided over by a chairman. The chairman shall be the President of the
Corporation or, if the President is not present, a Vice President, or, if none
of these officers is present, a person to be elected at the meeting. The
Secretary of the Corporation or, if the Secretary is not present, any Assistant
Secretary shall act as secretary of the meeting; in the absence of the Secretary
and any Assistant Secretary, the chairman of the meeting shall appoint a person
to act as secretary of the meeting.
Section 1.7. Voting.
A. At each meeting of the Stockholders, every Stockholder
entitled to vote at the meeting has one (1) vote for each share of stock
standing in his or her name on the books of the Corporation on the date
established for the determination of Stockholders entitled to vote at that
meeting. This vote may be cast by the Stockholder either in person or by written
proxy signed by the Stockholder or by the Stockholder's duly authorized attorney
in fact. Unless the written proxy expressly provides for a longer period, it
shall bear a date not more than eleven (11) months prior to the meeting. The
written proxy shall be dated, but need not be sealed, witnessed, or
acknowledged.
B. Except as otherwise specifically provided by law, by the
Charter of the Corporation, or by these By-Laws, all elections shall be had and
all questions shall be decided by a majority of the votes cast at a duly
constituted meeting. If the chairman of the meeting so determines, a vote by
ballot may be taken upon any election or matter. A vote by ballot shall be taken
upon the request of the Stockholders entitled to cast at least ten percent (10%)
of all the votes entitled to be cast on the election or matter. The chairman of
the meeting may appoint one or more tellers of election. In that event, the
proxies and ballots shall be held by the tellers, and all questions as to the
qualification of
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voters, the validity of proxies, and the acceptance or rejection of votes shall
be decided by the tellers. If no teller is appointed, these duties shall be
performed by the chairman of the meeting.
C. Unless the Charter of the Corporation provides otherwise,
whenever two or more classes of stock are entitled to vote on any matter, each
class shall vote separately, as a class.
D. Notwithstanding the other provisions of this Section, if the
Charter of the Corporation provides for cumulative voting for the election of
Directors, each Stockholder is entitled to cast as many votes as equals the
number of that Stockholder's shares of stock multiplied by the number of
Directors to be so elected, and each Stockholder is entitled to cast all of
those votes for a single nominee or distribute those votes among any two or more
nominees, as the Stockholder sees fit.
Section 1.8. Informal Action by Stockholders. Any action required or
permitted to be taken at any meeting of the Stockholders may be taken without a
meeting pursuant to the provisions of Section 2-505 of the Corporations and
Associations Article of the Maryland Code, as from time to time amended.
ARTICLE II
BOARD OF DIRECTORS
Section 2.1. General Powers. The property and business of the Corporation
shall be managed under the direction of the Board of Directors of the
Corporation.
Section 2.2. Number and Term of Office. The number of Directors shall be
that number set forth in the Charter of the Corporation, or such other number as
may be designated from time to time by resolution of a majority of the entire
Board of Directors. However, the number of Directors may not be less than either
the minimum required by law or the minimum, if any, required by the Charter of
the Corporation. Directors need not be Stockholders. Except as otherwise
provided in these By-Laws, the Directors shall be elected each year at the
annual meeting of the Stockholders, and each Director shall serve until his or
her successor is duly elected and qualifies.
Section 2.3. Removal of Directors.
A. Except as otherwise provided in this Section and unless the Charter
of the Corporation provides otherwise, the Stockholders may remove any Director
from office, with or without cause, by the affirmative vote of a majority of all
the votes entitled to be cast for the election of Directors.
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B. Unless the Charter of the Corporation provides otherwise, (i) if
the Stockholders of any class or series are entitled separately to elect one or
more Directors, a Director elected by a class or series may not be removed
without cause except by the affirmative vote of a majority of all the votes of
that class or series, and (ii) if the Charter of the Corporation provides for
cumulative voting for the election of Directors and less than the entire Board
of Directors is to be removed, a Director may not be removed without cause if
the votes cast against the removal of that Director would be sufficient to elect
that Director if then cumulatively voted at an election of the entire Board of
Directors or, if there is more than one class of Directors, at an election of
the class of Directors of which that Director is a member.
Section 2.4. Filling of Vacancies.
A. Unless the Charter of the Corporation provides otherwise, if a
vacancy in the Board of Directors results from the removal of a Director, the
Stockholders may elect a successor to fill that vacancy. However, if the
Stockholders of any class or series are entitled separately to elect one or more
Directors, the stockholders of that class or series may elect a successor to
fill any vacancy that results from the removal of a Director elected by that
class or series.
B. Except as otherwise provided in this Section and unless the Charter
of the Corporation provides otherwise, (i) if a vacancy in the Board of
Directors results from an increase in accordance with these By-Laws of the
number of Directors, a majority of the entire Board of Directors may elect the
person to fill that vacancy, and (ii) if a vacancy in the Board of Directors
results from any other cause whether by reason of a Director's death,
resignation, disqualification, or otherwise a majority of the remaining
Directors, whether or not sufficient to constitute a quorum, may elect a
successor to fill that vacancy. However, if the stockholders of any class or
series are entitled separately to elect one or more Directors, a majority of the
remaining Directors elected by that class or series, or the sole remaining
Director elected by that class or series, may fill any vacancy among the number
of Directors elected by that class or series.
C. A Director elected to fill a vacancy shall serve until the next
annual meeting of the Stockholders and, thereafter, until his or her successor
is duly elected and qualifies.
D. Notwithstanding the other provisions of this Section, if a vacancy
in the Board of Directors occurs at a time when the Charter of the Corporation
provides for cumulative voting for the election of Directors, any Stockholder
entitled to vote a sufficient number of shares on a cumulative basis to elect at
least one Director has the
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right to request that a special meeting of Stockholders be called for the
purpose of electing an entirely new Board of Directors. That request shall be in
writing, directed to the President, and sent within sixty (60) days after the
occurrence of the vacancy. Forthwith upon receipt of the request, the President
shall call for a special meeting of the Stockholders, in accordance with Section
1.2 of these By-Laws, at which meeting an election of a new Board of Directors
shall be held in accordance with the Charter of the Corporation and these
By-Laws. Upon completion of that election, the terms of all Directors
theretofore comprising the Board of Directors shall expire.
Section 2.5 Annual and Regular Meetings. The annual meeting of the
Board of Directors shall be held immediately following the annual Stockholders'
meeting at which a Board of Directors is elected. Regular meetings of the Board
of Directors may be held, without notice, at such time and place as determined
from time to time by resolution of the Board. However, notice of every
resolution of the Board fixing or changing the time or place for the holding of
regular meetings of the Board shall be mailed to each Director at least ten (10)
days before the first meeting held pursuant to that resolution. Any business may
be transacted at the annual meeting and at any regular meeting of the Board.
Section 2.6. Special Meetings. A special meeting of the Board of
Directors may be called, at any time and for any purpose or purposes, by the
President or by a Vice President. A special meeting of the Board of Directors
shall be called forthwith by the President or by the Secretary upon the written
request of a majority of the Board of Directors. Written notice of each special
meeting of the Board of Directors shall be given to each Director by mailing
that notice, in accordance with Section 7.2 of these By-Laws, at least three (3)
days before the meeting, or by telegraphing or hand-delivering that notice at
least one (1) day before the meeting. Any business may be transacted at any
special meeting of the Board. Any Director may, in writing, waive notice of the
time, place, and purposes of any special meeting. Any meeting of the Board of
Directors whether an annual, regular, or special meeting may adjourn from time
to time to reconvene at the same or some other place, and no notice need be
given of the reconvened meeting other than by announcement at the adjourned
meeting.
Section 2.7. Place of Meeting and Offices. The Board of Directors
may hold its meetings, have one or more offices, and keep the books of the
Corporation at such place or places, either within or without the State of
Maryland, as determined from time to time by resolution of the Board of
Directors or by written consent of all of the Directors. Members of the Board of
Directors or a committee of the Board of Directors may participate in a meeting
by means of a conference telephone or similar communications equipment if all
persons participating in the meeting can hear each other at the same time,
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and such participation in a meeting shall be deemed to constitute presence in
person at such meeting.
Section 2.8. Quorum. At each meeting of the Board of Directors, a
majority of the entire Board of Directors constitutes a quorum for the
transaction of business. If less than a quorum is present at any meeting, a
majority of those present may adjourn the meeting from time to time. Except as
otherwise specifically provided by law, by the Charter of the Corporation, or by
these By-Laws, the act of a majority of the Directors present at any meeting at
which there is a quorum constitutes the act of the Board of Directors.
Section 2.9. Compensation of Directors. Directors shall not receive
any stated salary for their services as such. However, each Director is entitled
to receive from the Corporation reimbursement of the expenses incurred by the
Director in attending any annual, regular, or special meeting of the Board or of
a committee of the Board. In addition, by resolution of the Board of Directors,
a fixed sum may also be allowed for attendance at each annual, regular, or
special meeting of the Board or of a committee of the Board. Reimbursement and
compensation to a Director for attending a meeting shall be payable even if the
meeting was adjourned because of the absence of a quorum. Nothing contained in
this Section shall be construed to preclude any Director from serving the
Corporation in any other capacity and receiving compensation for that service.
Section 2.10. Executive Committee. By resolution of a majority of the
entire Board of Directors, the Board may appoint an executive committee
consisting of two or more Directors. The executive committee may exercise all of
the powers and authority of the Board of Directors between meetings of the
Board, except the power or authority to declare dividends or distributions on
stock, to issue stock, to recommend to the Stockholders any action requiring
Stockholder approval, to alter or amend these By-Laws, to approve any merger or
share exchange not requiring Stockholder approval, or to fill vacancies in the
Board of Directors or in the executive committee's own membership. Vacancies in
the executive committee shall be filled by the Board of Directors. The
executive committee shall meet at stated times or on notice to all of its
members by any one of its members. It shall fix its own rules of procedure.
Unanimous vote or consent shall be necessary in every case. The executive
committee shall keep regular minutes of its proceedings and report those
proceedings to the Board of Directors. Without limiting the generality of the
foregoing, the executive committee is specifically authorized to execute
customary banking resolutions for corporate accounts and for borrowing.
Section 2.11. Additional Committees. By resolution of a majority of
the entire Board of Directors, the Board may designate one or more additional
committees, each committee to consist of two or more Directors. To the extent
provided in the resolution,
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each committee may exercise all of the powers and authority of the Board of
Directors, except the power or authority to declare dividends or distributions
on stock, to issue stock, to recommend to the Stockholders any action requiring
Stockholder approval, to alter or amend these By-Laws, to approve any merger or
share exchange not requiring Stockholder approval, or to fill vacancies in the
Board of Directors or in the committee's own membership. Vacancies in a
committee shall be filled by the Board of Directors. Each committee shall have
the name designated from time to time by resolution of the Board of Directors.
Section 2.12 Informal Action by Directors. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee of the Board may be taken without a meeting pursuant to the provisions
of Section 2-408 of the Corporations and Associations Article of the Maryland
Code, as from time to time amended.
ARTICLE III
OFFICERS
Section 3.1. Election, Tenure, and Compensation. The officers of the
Corporation shall be a President, a Secretary, and a Treasurer. The Corporation
shall have such other officers e.g., one or more Vice Presidents and one or more
Assistant Secretaries or Assistant Treasurers as the Board of Directors from
time to time considers necessary for the proper conduct of the business of the
Corporation. The officers shall be elected by the Board of Directors and shall
serve at the pleasure of the Board. The President shall be a Director; the other
officers may, but need not be, Directors. Any two or more offices, except those
of President and Vice President, may be held by the same person; however, no
officer may execute, acknowledge, or verify any instrument in more than one
capacity if that instrument is required by law or by these By-Laws to be
executed, acknowledged, or verified by two or more officers. The compensation or
salary paid all officers of the Corporation may be fixed by resolutions of the
Board of Directors. Except where otherwise expressly provided in a contract duly
authorized by the Board of Directors, all officers, agents, and employees of the
Corporation are subject to removal at any time by the Board of Directors and
shall hold office at the discretion of the Board of Directors or of the officers
appointing them.
Section 3.2. Powers and Duties of the President. The President shall
be the Chief Executive Officer of the Corporation and shall have general charge
and control of all its business affairs and properties. The President shall
preside at all meetings of the Stockholders. The President may be a member of
the Board of Directors and, if a member, shall preside at all meetings of the
Board of Directors unless the Board of Directors, by a majority vote of a quorum
of the Board, elects a Chairman other than the President to preside at meetings
of the Board of Directors. The President may sign and execute all
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authorized bonds, contracts, or other obligations in the name of the
Corporation. The President shall have the general powers and duties of
supervision and management usually vested in the office of President of a
corporation. The President shall be ex-officio a voting member of all standing
committees. The President shall perform such other duties as from time to time
are assigned to the President by the Board of Directors.
Section 3.3. Powers and Duties of the Vice President. The Board of
Directors may appoint one or more Vice Presidents. Each Vice President (except
as otherwise provided by resolution of the Board of Directors) shall have the
power to sign and execute all authorized bonds, contracts, or other obligations
in the name of the Corporation. Each Vice President shall have such other powers
and shall perform such other duties as from to time are assigned to that Vice
President by the Board of Directors or by the President. In case of the absence
or disability of the President, the duties of that office shall be performed by
a Vice President; the taking of any action by any Vice President in place of the
President shall be conclusive evidence of the absence or disability of the
President.
Section 3.4. Secretary. The Secretary shall give, or cause to be given,
notice of all meetings of Stockholders and Directors and all other notices
required by law or by these By-Laws. The Secretary shall record all of the
proceedings of the meetings of the Stockholders and of the Directors in books
provided for that purpose and shall perform such other duties as from time to
time are assigned to the Secretary by the Board of Directors or the President.
The Secretary shall attest to or witness all instruments executed by or on
behalf of the Corporation requiring same. In general, the Secretary shall
perform all the duties generally incident to the office of secretary of a
corporation, subject to the control of the Board of Directors and the President.
Section 3.5. Treasurer. The Treasurer shall have custody of all the
funds and securities of the Corporation and shall keep full and accurate account
of receipts and disbursements in books belonging to the Corporation. The
Treasurer shall deposit all of the Corporation's money and other valuables in
the name and to the credit of the Corporation in such depository or depositories
as from time to time designated by the Board of Directors. The Treasurer shall
disburse the funds of the Corporation as ordered by the Board of Directors,
taking proper vouchers for those disbursements. The Treasurer shall render to
the President and the Board of Directors, whenever either of them so requests,
an account of all of his or her transactions as Treasurer and of the financial
condition of the Corporation. If required by the Board of Directors, the
Treasurer shall give the Corporation a bond, in a sum and with one or more
sureties satisfactory to the Board of Directors, for the faithful performance of
the duties of his or her office and for the restoration to the Corporation, in
case of his or her death, resignation, retirement, or removal from office, of
all books, papers, vouchers, money, and other property belonging to the
Corporation, of whatever kind, in his or her possession or under his or her
control.
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In general, the Treasurer shall perform all the duties generally
incident to the office of treasurer of a corporation, subject to the control of
the Board of Directors and the President.
Section 3.6. Assistant Secretary. The Board of Directors or the
President may appoint one or more Assistant Secretaries. Each Assistant
Secretary (except as otherwise provided by resolution of the Board of Directors)
shall have the power to perform all duties of the Secretary in the absence or
disability of the Secretary and shall have such other powers and shall perform
such other duties as from time to time are assigned to that Assistant Secretary
by the Board of Directors or the President. In case of the absence or disability
of the Secretary, the duties of that office shall be performed by an Assistant
Secretary; the taking of any action by any Assistant Secretary in place of the
Secretary shall be conclusive evidence of the absence or disability of the
Secretary.
Section 3.7. Assistant Treasurer. The Board of Directors may appoint
one or more Assistant Treasurers. Each Assistant Treasurer (except as otherwise
provided by resolution of the Board of Directors) shall have the power to
perform all duties of the Treasurer in the absence or disability of the
Treasurer and shall have such other powers and shall perform such other duties
as from time to time are assigned to that Assistant Treasurer by the Board of
Directors or the President. In case of the absence or disability of the
Treasurer, the duties of that office shall be performed by an Assistant
Treasurer; the taking of any action by any Assistant Treasurer in place of the
Treasurer shall be conclusive evidence of the absence or disability of the
Treasurer.
Section 3.8. Subordinate Officers. The Corporation may have such
subordinate officers as the Board of Directors from time to time deems
advisable. Each subordinate officer shall hold office for such period and shall
perform such duties as from time to time are prescribed by the Board of
Directors, the President, or the committee or officer designated pursuant to
this Article.
ARTICLE IV
CAPITAL STOCK AND OTHER SECURITIES
Section 4.1. Issue of Certificates of Stock. The certificates for
shares of the capital stock of the Corporation shall be of such form, not
inconsistent with the Charter of the Corporation, as has been approved by the
Board of Directors. All certificates shall be signed by the President or by a
Vice President and countersigned by the Secretary or by an Assistant Secretary.
Any signature or countersignature may be either manual or facsimile signature.
All certificates for each class of stock shall be consecutively numbered. The
name and address of the person owning the shares issued shall be entered in the
Corporation's books.
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Section 4.2. Transfer of Shares. Shares of the capital stock of the
Corporation may be transferred on the books of the Corporation only by the
holder of those shares, in person or by his or her attorney in fact, and only
upon surrender and cancellation of certificates for a like number of shares. All
certificates surrendered to the Corporation for transfer shall be canceled, and
no new certificates representing the same number of shares may be issued until
the former certificate or certificates for the same number of shares have been
so surrendered and canceled.
Section 4.3. Registered Stockholders. The Corporation is entitled to
treat the holder of record of any shares of stock as the holder in fact of those
shares. Accordingly, the Corporation is not bound to recognize any equitable or
other claim to, or interest in, those shares in the name of any other person,
whether or not the Corporation has had express or other notice of that claim or
interest, except as expressly provided by the laws of the State of Maryland.
Section 4.4. Record Date and Closing of Transfer Books. The Board
of Directors may set a record date or direct that the stock transfer books be
closed for a stated period for the purpose of making any proper determination
with respect to Stockholders, including which Stockholders are entitled to
notice of a meeting, vote at a meeting, receive a dividend, or be allotted other
rights. The record date may not be more than ninety (90) days before the date on
which the action requiring the determination will be taken. The transfer books
may not be closed for a period longer than twenty (20) days. In the case of a
meeting of Stockholders, the record date or the closing of the transfer books
shall be at least ten (10) days before the date of the meeting.
Section 4.5. Lost Certificates. The Board of Directors may direct a
new certificate to be issued in place of any certificate that is 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. In its
discretion and as a condition precedent to the issuance of a new certificate,
the Board of Directors may require the owner of the certificate or the owner's
legal representative to give bond, with sufficient surety, to indemnify the
Corporation against any loss or claim that may arise by reason of the issuance
of a new certificate.
Section 4.6. Restrictions on Transfer. Notwithstanding any other
provision of these By-Laws to the contrary, no securities issued by the
Corporation may be transferred unless (i) those securities are registered with
the Securities and Exchange Commission and with the Division of Securities for
the State of Maryland, or other jurisdiction, as appropriate, or (ii) the
Corporation has received an opinion of counsel for the transferor or transferee,
acceptable to counsel for the Corporation, that the transfer would not
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violate applicable state and federal securities laws, provided, however, that
the restrictions set forth in clauses (i) and (ii), above, shall be deemed
waived as to a specific transfer of securities in the event the Corporation
transfers such securities on its books without having received either evidence
of such registration or such opinion of counsel.
ARTICLE V
BANK ACCOUNTS AND LOANS
Section 5.1. Bank Accounts.
A. Such officers or agents of the Corporation as from time to
time have been designated by the Board of Directors shall have authority to
deposit any funds of the Corporation in such financial institutions as from time
to time have been designated by the Board of Directors. Such officers or agents
of the Corporation as from time to time have been designated by the Board of
Directors shall have authority to withdraw any or all of the funds of the
Corporation so deposited in a financial institution, upon checks, drafts, or
other instruments or orders for the payment of money, drawn against the account
or in the name or behalf of the Corporation, and made or signed by those
designated officers or agents.
B. From time to time the Corporation shall certify to each
financial institution in which funds of the Corporation are deposited, the
signatures of the officers or agents of the Corporation authorized to draw
against those funds. Each financial institution with which funds of the
Corporation are deposited is authorized to accept, honor, cash, and pay, without
limit as to amount, all checks, drafts, or other instruments or orders for the
payment of money, when drawn, made, or signed by officers or agents so
designated by the Board of Directors, until the financial institution has
received written notice that the Board of Directors has revoked the authority of
those officers or agents.
C. If the Board of Directors fails to designate the persons
by whom checks, drafts, and other instruments or orders for the payment of money
may be signed, as provided in this Section, all checks, drafts, and other
instruments or orders for the payment of money shall be signed by the President
or a Vice President and countersigned by the Secretary or Treasurer or by an
Assistant Secretary or Assistant Treasurer of the Corporation.
Section 5.2. Loans.
A. Such officers or agents of the Corporation as from time to
time have been designated by the Board of Directors shall have authority (i) to
effect loans, advances, or other forms of credit at any time or times for the
Corporation, from such
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banks, trust companies, institutions, corporations, firms, or persons, in such
amounts and subject to such terms and conditions, as the Board of Directors from
time to time has designated; and (ii) as security for the repayment of any
loans, advances, or other forms of credit so authorized, to assign, transfer,
endorse, and deliver, either originally or in addition or substitution, any or
all personal property, real property, stocks, bonds, deposits, accounts,
documents, bills, accounts receivable, and other commercial paper and evidences
of debt or other securities, or any rights or interests at any time held by the
Corporation; and (iii) in connection with any loans, advances, or other forms of
credit so authorized, to make, execute, and deliver one or more notes,
mortgages, deeds of trust, financing statements, security agreements,
acceptances, or written obligations of the Corporation, on such terms and with
such provisions as to the security or sale or disposition of them as those
officers or agents deem proper; and (iv) to sell to, or discount or rediscount
with, the banks, trust companies, institutions, corporations, firms, or persons
making those loans, advances, or other forms of credit, any and all commercial
paper, bills, accounts receivable, acceptances, and other instruments and
evidences of debt at any time held by the Corporation, and, to that end, to
endorse, transfer, and deliver the same.
B. From time to time the Corporation shall certify to each
bank, trust company, institution, corporation, firm, or person so designated,
the signatures of the officers or agents so authorized. Each bank, trust
company, institution, corporation, firm, or person so designated is authorized
to rely upon such certification until it has received written notice that the
Board of Directors has revoked the authority of those officers or agents.
ARTICLE VI
INDEMNIFICATION
Section 6.1. Indemnification to Extent Permitted by Law. The
Corporation shall indemnify to the full extent permitted by law any person who
was or is a party, or is threatened to be made a party, to any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, by reason of the fact that the person is or
was a Director, officer, employee, or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee, or
agent of another corporation, partnership, joint venture, trust, or other
enterprise, or is or was serving at the request of the Corporation as a trustee
or administrator or in any other fiduciary capacity under any pension, profit
sharing, or other deferred compensation plan, or under any employee welfare
benefit plan of the Corporation.
Section 6.2. Payment of Expenses in Advance of Final Disposition of
Action. Expenses (including attorneys' fees) incurred in defending a civil,
criminal,
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administrative, or investigative action, suit, or proceeding shall be paid by
the Corporation in advance of the final disposition of that action, suit, or
proceeding, on the conditions and to the extent permitted by law.
Section 6.3. Non-Exclusive Right to Indemnity; Inures to Benefit of
Heirs and Personal Representatives. The rights of indemnification set forth in
this Article are in addition to all rights to which any Director, officer,
employee, agent, trustee, administrator, or other fiduciary may be entitled as a
matter of law, and shall continue as to a person who has ceased to be a
Director, officer, employee, agent, trustee, administrator, or other fiduciary,
and shall inure to the benefit of the heirs and personal representatives of that
person.
Section 6.4. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a Director, officer, employee,
or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise, or is or was serving at
the request of the Corporation as a trustee or administrator or in any other
fiduciary capacity under any pension, profit sharing, or other deferred
compensation plan, or under any employee welfare benefit plan of the
Corporation, against any liability asserted against and incurred by that person
in any such capacity, or arising out of that person's status as such, whether or
not the Corporation would have the power or would be required to indemnify that
person against that liability under the provisions of this Article or the laws
of this State.
Section 6.5. Certain Persons not to be Indemnified. Notwithstanding
the provisions of this Article, the Corporation may not indemnify any bank,
trust company, investment adviser, or actuary against any liability which that
entity or person may have by reason of acting as a "fiduciary" of any employee
benefit plan (as that term is defined in the Employee Retirement Income Security
Act, as amended from time to time) established for the benefit of the
Corporation's employees.
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 7.1. Fiscal Year. The fiscal year of the Corporation shall be
such as has been duly designated by the Board of Directors.
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Section 7.2. Notices.
A. Except as otherwise provided by law or these By-Laws,
whenever notice is required by law or these By-Laws to be given to any
Stockholder, Director, or officer, it shall be construed to mean either (i)
written notice personally served against written receipt at the address that
appears for that person on the books of the Corporation, or (ii) written notice
transmitted by mail, by depositing the notice in a post office or letter box, in
a post-paid sealed wrapper, addressed to the Stockholder, Director, or officer
at the address that appears for that person on the books of the Corporation or,
in default of any other address for a Stockholder, Director, or officer, at the
general post office situated in the city or county of his or her residence,
which notice shall be deemed to be given at the time it is thus mailed.
B. All notices required by law or these By-Laws shall be given
by the Secretary of the Corporation. If the Secretary is absent or refuses or
neglects to act, the notice may be given by any person directed to do so by the
President or, with respect to any meeting called pursuant to these By-Laws upon
the request of any Stockholders or Directors, by any person directed to do so by
the Stockholders or Directors upon whose request the meeting is called.
C. Any Stockholder, Director, or officer may waive any notice
required to be given under these By-Laws.
Section 7.3. General Counsel. The Board of Directors may appoint a
general counsel to have dominion over all matters of legal import concerning the
Corporation. It shall be the duty of the officers and the Directors to consult
from time to time with the general counsel (if one has been appointed), as legal
matters arise. The general counsel shall be given notice of all meetings of the
Board of Directors, in the manner provided in Sections 2.5 and 2.6 of the
By-Laws, and the general counsel shall be accorded the opportunity to attend
those meetings for the purpose of consulting with and advising the Board of
Directors on any matters of a legal nature. The general counsel to the
Corporation shall be subject to removal and replacement by the Board of
Directors.
Section 7.4. Corporate Seal. The Board of Directors may provide a
suitable seal, bearing the name of the Corporation, which shall be in the charge
of the Secretary. The Board of Directors may authorize one or more duplicate
seals and provide for their custody. Regardless of whether a seal is adopted by
the Board of Directors, whenever the Corporation is required to place its
corporate seal on a document, it shall be sufficient to meet the requirements of
any law, rule, or regulation relating to a corporate seal to place the word
"(seal)" adjacent to the signature of the person authorized to sign the document
on behalf of the Corporation.
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Section 7.5 Books and Records. The Corporation shall keep correct and
complete books and records of its accounts and transactions and minutes of the
proceedings of its Stockholders and Board of Directors and of any executive or
other committee when exercising any of the powers or authority of the Board of
Directors. The books and records of the Corporation may be in written form or in
any other form that can be converted within a reasonable time into written form
for visual inspection. Minutes shall be recorded in written form, but may be
maintained in the form of a reproduction.
Section 7.6. Bonds. The Board of Directors may require any officer,
agent, or employee of the Corporation to give a bond to the Corporation,
conditioned upon the faithful discharge of his or her duties, with such surety
and in such amount as is satisfactory to the Board of Directors.
Section 7.7. Severability. The invalidity of any provision of these
By-Laws shall not affect the validity of any other provision, and each provision
shall be enforced to the extent permitted by law.
Section 7.8. Gender. Whenever used in these By-Laws, the masculine
gender includes all genders.
ARTICLE VIII
AMENDMENTS
Unless otherwise provided in the Charter of the Corporation, the
Stockholders have full power and authority to amend, alter, supplement, or
repeal these By-Laws, or any provision of them, at any annual meeting as part of
the general business of that meeting, or at any special meeting for which the
notice of that special meeting stated the substance of the proposed amendment,
alteration, supplement, or repeal. In addition, and unless otherwise provided in
the Charter of the Corporation, the Board of Directors has full power and
authority to amend, alter, supplement, or repeal these By-Laws, or any provision
of them, at any annual, regular, or special meeting as part of the general
business of that meeting.
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