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EXHIBIT 3.1(b)
BY-LAWS
OF
HOLLEY PERFORMANCE PRODUCTS, INC.
(a Delaware corporation)
ARTICLE I
Offices
SECTION 1. Registered Office. The registered office of the Corporation
in the State of Delaware shall be at 1209 Orange Street, City of Wilmington,
County of New Castle. The name of the registered agent in charge thereof is The
Corporation Trust Company.
SECTION 2. Other Offices. The Corporation may also have offices at
other places, either within or without the State of Delaware, as the Board of
Directors may from time to time determine or as the business of the Corporation
may require.
ARTICLE II
Meetings of Stockholders
SECTION 1. Annual Meetings. The annual meeting of the stockholders for
the election of directors and for the transaction of such other business as may
properly come before the meeting shall be held at such place (within or without
the State of Delaware), date and hour as shall be designated in the notice
thereof.
SECTION 2. Special Meetings. Special meetings of the stockholders for
any purpose or purposes may be called by the Board, the Executive Committee,
the President or by a stockholder or stockholders holding of record at least
25% of all shares of the Corporation entitled to vote thereat to be held at
such place (within or without the State of Delaware), date and hour as shall be
designated in the notice thereof.
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SECTION 3. Notice of Meetings. Except as otherwise expressly required
by law, notice of each meeting of the stockholders shall be given not less than
10 nor more than 60 days before the date of the meeting to each stockholder
entitled to vote at such meeting by mailing such notice, postage prepaid,
directed to each stockholder at the address thereof as it appears on the
records of the Corporation. Every such notice shall state the place, date and
hour of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called. Except as provided in the immediately
succeeding sentence or as otherwise expressly required by law, notice of any
adjourned meeting of the stockholders need not be given if the time and place
thereof are announced at the meeting at which the adjournment is taken. If the
adjournment is for more than 30 days, or if after the adjournment a new record
date is fixed for the adjourned meeting, notice of the adjourned meeting shall
be given to each stockholder entitled to vote at such adjourned meeting.
A written waiver of notice, signed by a stockholder entitled thereto,
whether before or after the time stated therein, shall be deemed equivalent to
notice. Attendance of a stockholder in person or by proxy at a stockholders'
meeting shall constitute a waiver of notice to such stockholder of such
meeting, except when such stockholder attends the 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.
SECTION 4. List of Stockholders. It shall be the duty of the Secretary
or other officer of the Corporation who shall have charge of its stock ledger
to prepare and make, at least 10 days before every meeting of the stockholders,
a complete list of the stockholders entitled to vote at the meeting arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open
to
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the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least 10 days prior to the
meeting either at a place specified in the notice of the meeting within the
city where the meeting is to be held, or, if not so specified, at the place
where the meeting is to be held. Such 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.
SECTION 5. Quorum. At each meeting of the stockholders, except as
otherwise expressly required by law, stockholders holding a majority of the
shares of stock of the Corporation issued and outstanding and entitled to be
voted at the meeting, shall be present in person or by proxy to constitute a
quorum for the transaction of business. In the absence of a quorum at any such
meeting or any adjournment or adjournments thereof, a majority in voting
interest of those present in person or by proxy and entitled to vote thereat,
or, in the absence therefrom of all the stockholders, any officer entitled to
preside at, or to act as secretary of such meeting may adjourn such meeting
from time to time until stockholders holding the amount of stock requisite for
a quorum shall be present in person or by proxy. At any such adjourned meeting
at which a quorum may be present, any business may be transacted that might
have been transacted at the meeting as originally called.
SECTION 6. Organization. At each meeting of the stockholders, one of
the following shall act as chairman of the meeting and preside thereat, in the
following order of precedence:
(a) the Chairman of the Board;
(b) the President;
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(c) any other officer of the Corporation designated by the Board
or the Executive Committee to act as chairman of such meeting and to
preside thereat if the Chairman of the Board and the President shall be
absent from such meeting; or
(d) a stockholder of record of the Corporation who shall be
chosen chairman of such meeting by a majority in voting interest of the
stockholders present in person or by proxy and entitled to vote thereat.
The Secretary or, if he shall be presiding over the meeting in accordance with
the provisions of this Section or if he shall be absent from such meeting, the
person (who shall be an Assistant Secretary, if an Assistant Secretary shall be
present thereat) whom the chairman of such meeting shall appoint, shall act as
secretary of such meeting and keep the minutes thereof.
SECTION 7. Order of Business The order of business at each meeting of
the stockholders shall be determined by the chairman of such meeting, but such
order of business may be changed by a majority in voting interest of those
present in person or by proxy at such meeting and entitled to vote thereat.
SECTION 8. Voting. Each holder of voting stock of the Corporation
shall, at each meeting of the stockholders, be entitled to one vote in person
or by proxy for each share of stock of the Corporation held by him and
registered in his name on the books of the Corporation
(a) on the date fixed pursuant to the provisions of Section 4 of
Article VIII of these By-laws as the record date for the determination of
stockholders who shall be entitled to receive notice of and to vote at
such meeting, or
(b) if no record date shall have been so fixed, then at the close
of business on the day next preceding the day on which notice of the
meeting shall be given or, if notice
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shall be waived, at the close of business on the day next preceding
the day on which the meeting shall be held.
Shares of its own stock belonging to the Corporation or to another corporation,
if a majority of the shares entitled to vote in the election of directors of
such other corporation is held by the Corporation, shall neither be entitled to
vote nor be counted for quorum purposes. Any vote of stock of the Corporation
may be given at any meeting of the stockholders by the stockholders entitled
thereto in person or by proxy appointed by an instrument in writing delivered
to the Secretary or an Assistant Secretary of the Corporation or the secretary
of the meeting. The attendance at any meeting of a stockholder who may
theretofore have given a proxy shall not have the effect of revoking the same
unless he shall in writing so notify the secretary of the meeting prior to the
voting of the proxy. At all meetings of the stockholders, all matters, except
as otherwise provided by law or in these By-laws, shall be decided by the vote
of a majority of the votes cast by stockholders present in person or by proxy
and entitled to vote thereat, a quorum being present. Except as otherwise
expressly required by law, the vote at any meeting of the stockholders on any
question need not be by ballot, unless so directed by the chairman of the
meeting. On a vote by ballot, each ballot shall be signed by the stockholder
voting, or by his proxy, if there be such proxy, and shall state the number of
shares voted.
SECTION 9. Action by Written Consent. Any action required or permitted
to be taken at any annual or special meeting of the stockholders may be taken
without a meeting, without prior notice and without a vote if a consent in
writing, setting forth the action so taken shall be signed by the holders of
outstanding stock of the Corporation having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted. The Secretary
or an Assistant
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Secretary shall file such consent or consents with the minutes of stockholders'
meetings and shall give prompt notice (in the manner provided in Section 3 of
this Article II) of the taking of any action without a meeting by less than
unanimous written consent to those stockholders who have not consented in
writing. If no record date for determining the shareholders entitled to express
consent to corporate action without a meeting is fixed by the Board, the record
date therefor shall be the day on which the first written consent is received.
ARTICLE III
Board of Directors
SECTION 1. General Powers. The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors.
SECTION 2. Number and Term of Office. The Board of Directors shall
consist of three members, but the number of members constituting the Board of
Directors may be increased or decreased from time to time by resolution adopted
by a majority of the whole Board. Directors need not be stockholders or
citizens or residents of the United States of America. Each of the directors of
the Corporation shall hold office until the annual meeting of the stockholders
held next after his election at which his term expires and until his successor
is elected and qualified or until his earlier death or until his earlier
resignation or removal in the manner hereinafter provided.
SECTION 3. Election. At each meeting of the stockholders for the
election of directors at which a quorum is present, the persons receiving the
greatest number of votes, up to the number of directors to be elected, shall be
the directors.
SECTION 4. Resignation, Removal and Vacancies. Any director may resign
at any time by giving written notice of his resignation to the Chairman of the
Board, the President
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or the Secretary of the Corporation. Any such resignation shall take effect at
the time specified therein, or, if the time when it shall become effective
shall not be specified therein, then it shall take effect when accepted by
action of the Board. Except as aforesaid, the acceptance of such resignation
shall not be necessary to make it effective.
A director may be removed, either with or without cause, at any time
by a vote of a majority in voting interest of the stockholders.
Any vacancy occurring on the Board for any reason may be filled by a
majority of the directors then in office, though less than a quorum, or by a
sole remaining director. The director elected to fill such vacancy shall hold
office for the unexpired term in respect of which such vacancy occurred.
SECTION 5. Meetings.
(A) Annual Meetings. As soon as practicable after each annual election
of directors, the Board shall meet for the purpose of organization and
the transaction of other business.
(B) Regular Meetings. Regular meetings of the shall be held at such
times and places as the Board from time to time determine.
(C) Special Meetings. Special meetings of the Board shall be held
whenever called by the Chairman of the Board or the President or a majority of
the directors at the time in office. Any and all business may be transacted at
a special meeting that may be transacted at a regular meeting of the Board.
(D) Place of Meeting. The Board may hold its meetings at such place or
places within or without the State of Delaware as the Board may from time to
time by resolution determine or as shall be designated in the respective
notices or waivers of notice thereof.
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(E) Notice of Meetings Notices of regular meetings of the Board or of
any adjourned meeting need not be given.
Notices of special meetings of the Board, or of any meeting of any
committee of the Board that has not been fixed in advance as to time and place
by such committee, shall be mailed by the Secretary or an Assistant Secretary
to each director or member of such committee, addressed to him at his residence
or usual place of business, at least two days before the day on which such
meeting is to be held, or shall be sent to him by telegraph, cable or other
form of recorded communication or be delivered personally or by telephone not
later than the day before the day on which such meeting is to be held. Such
notice shall include the time and place of such meeting. Notice of any such
meeting need not be given to any director or member of any committee, however,
if waived by him in writing or by telegraph, cable or other form of recorded
communication, whether before or after such meeting shall be held, or if he
shall be present at such meeting.
(F) Quorum and Manner of Acting. Except as otherwise provided by law,
the Certificate of Incorporation or these By-laws, one-half of the total number
of directors shall be present in person at any meeting of the Board in order to
constitute a quorum for the transaction of business at such meeting. In each
case the vote of a majority of those directors present at any such meeting at
which a quorum is present shall be necessary for the passage of any resolution
or any act of the Board, except as otherwise expressly required by law or these
By-laws. In the absence of a quorum for any such meeting, a majority of the
directors present thereat may adjourn such meeting from time to time until a
quorum shall be present thereat.
(G) Action by Communication Equipment. The directors, or the members
of any committee of the Board, may participate in a meeting of the Board, or of
such committee, by
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means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and such
participation shall constitute presence in person at such meeting.
(H) Action by Consent Any action required or permitted to be taken at
any meeting of the Board, or of any committee thereof, may be taken without a
meeting if all members of the Board or committee, as the case may be, consent
thereto in writing and such writing is filed with the minutes of the
proceedings of the Board or such committee.
(I) Organization. At each meeting of the Board, one of the following
shall act as chairman of the meeting and preside thereat, in the following
order of precedence: (a) the Chairman of the Board; (b) the President; (c) any
director chosen by a majority of the directors present thereat. The Secretary
or, in case of his absence, any person (who shall be an Assistant secretary, if
an Assistant Secretary shall be present thereat) whom the chairman shall
appoint, shall act as secretary of such meeting and keep the minutes thereof.
SECTION 6. Compensation. Directors, as such, shall not receive any
stated salary for their services, but by resolution of the Board may receive a
fixed sum and expenses incurred in performing the functions of director and
member of any committee of the Board. Nothing herein contained shall be
construed so as to preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor.
SECTION 7. Indemnification of Directors and Officers. The Corporation
shall indemnify any person made, or 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 he, his
testator or his intestate is or was a director, officer or employee of the
Corporation, any corporation that may be absorbed in a consolidation or merger
with the
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Corporation and that, if its separate existence had continued, would have had
the power and authority to indemnify such person (a "Predecessor") or any
corporation, partnership, joint venture, trust or other enterprise that he
served as a director, officer or employee at the request of the Corporation or
a Predecessor (an "Affiliate") against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if such
person acted in good faith and in a manner that he reasonably believed to be
in, or not opposed to, the best interests of the Corporation, Predecessor or
Affiliate, as the case may be, and, with respect to any criminal action or
proceeding if he had no reasonable cause to believe that his conduct was
unlawful; except that, in the case of an action, suit or proceeding by or in
the right of the Corporation, there shall be no indemnification in respect of
any claim, issue or matter as to which such person shall have been adjudged to
be liable for negligence or misconduct in the performance of his duties unless,
and then only to the extent that, a court of proper jurisdiction shall
determine that despite such adjudication such person is fairly and reasonably
entitled to indemnification.
The indemnification provided for above shall not be deemed exclusive
of any other rights to which any officer, director or employee may be entitled
or of any power of the Corporation apart from the provisions of this Section 7.
ARTICLE IV
Committees
SECTION 1. Executive Committee.
(A) Designation and Membership The Board may, by resolution passed by
a majority of the whole Board, designate an Executive Committee consisting of
the President and such number of other directors, not less than two, as the
Board shall appoint. Vacancies
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occurring on the Executive Committee for any reason may be filled by the Board
at any time. Any member of the Executive Committee shall be subject to removal,
with or without cause, at any time by the Board or by a majority in voting
interest of the stockholders.
(B) Functions and Powers. The Executive Committee, subject to any
limitations prescribed by the Board, shall possess and may exercise, during the
intervals between meetings of the Board, all the powers and authority of the
Board in the management of the business and affairs of the Corporation, and may
authorize the seal of the Corporation to be affixed to all papers that may
require it; provided, however, that the Executive Committee shall not have such
power or authority in reference to amending the Certificate of Incorporation of
the Corporation (except that the Executive Committee may, to the extent
authorized in resolutions providing for the issuance of shares of stock adopted
by the Board of Directors, fix any of the preferences or rights of such shares
relating to dividends redemption, dissolution, any distribution of assets of
the Corporation or the conversion into, or the exchange of such shares for,
shares of any other class or classes or any other series of the same or any
other class or classes of stock of the Corporation), adopting an agreement of
merger or consolidation under Section 251 or 252 of the General Corporation Law
of the State of Delaware, recommending to the stockholders the sale, lease or
exchange of all or substantially all of the Corporation's property and assets,
recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, filling vacancies on the Board, changing the
membership or filling vacancies on the Executive Committee or amending these
By-laws. The Executive Committee shall not have the power and authority to
declare dividends, to authorize the issuance of stock of the Corporation or to
adopt a certificate of ownership and merger pursuant to Section 253 of the
General Corporation Law of the State of Delaware unless such power and
authority shall be expressly
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delegated to it by a resolution passed by a majority of the whole Board. At
each meeting of the Board, the Executive Committee shall make a report of all
action taken by it since its last report to the Board.
(C) Meetings, Quorum and Manner of Acting The Executive Committee
shall meet annually immediately after the annual meeting of the Board if
necessary to elect officers not elected by the Board and shall meet at such
other times and as often as may be deemed necessary and expedient and at such
places as shall be determined by the Executive Committee. A majority of the
Executive Committee shall constitute a quorum, and the vote of a majority of
those members of the Executive Committee present at any meeting thereof at
which a quorum is present shall be necessary for the passage of any resolution
or act of the Executive Committee. The Board may designate a chairman for the
Executive Committee, who shall preside at meetings thereof, and a vice
chairman, who shall preside at such meetings in the absence of the chairman.
SECTION 2. Audit Committee.
(A) Designation and Membership. The Board may, by resolution passed by
a majority of the whole Board, designate an Audit Committee consisting of two
or more directors as the Board shall appoint. Vacancies occurring on the Audit
Committee for any reason may be filled by the Board at any time. Any member of
the Audit Committee shall be subject to removal, with or without cause, at any
time by the Board or by a majority in voting interest of the stockholders.
(B) Functions and Powers The Audit Committee, subject to any
limitations prescribed by the Board, shall recommend to the Board a firm of
independent public accountants, review with such accountants the scope of their
examination, receive reports of such accountants, meet with representatives of
such accountants for the purpose of reviewing and considering
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questions relating to their examination and such reports, review (either
directly or through such accountants) the internal accounting and auditing
procedures of the Corporation, report the results of the foregoing to the Board
and act upon such additional matters as may be referred to it by the Board. At
each meeting of the Board, the Audit Committee shall make a report of all
action taken by it since its last report to the Board.
(C) Meetings, Quorum and Manner of Acting. The Audit Committee shall
meet as often as may be deemed necessary and expedient at such times and places
as shall be determined by the Audit Committee. A majority of the Audit
Committee shall constitute a quorum, and the vote of a majority of those
members of the Audit Committee present at any meeting thereof at which a quorum
is present shall be necessary for the passage of any resolution or act of the
Audit Committee. The Board may designate a chairman for the Audit Committee,
who shall preside at meetings thereof, and a vice chairman, who shall preside
at such meetings in the absence of the chairman.
SECTION 3. Other Committees The Board may, by resolution passed by a
majority of the whole Board, designate other committees of the Board, each such
committee to consist of two or more directors and to have such duties and
functions as shall be provided in such resolution. The Board shall have the
power to change the members of any such committee at any time, to fill
vacancies and to discharge any such committee, either with or without cause, at
any time.
ARTICLE V
Officers
SECTION 1. Election, Appointment and Term of Office. The officers of
the Corporation shall be a Chairman of the Board, a President, who shall also
be the Chief Executive
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Officer, such number of Vice Chairmen of the Board and Vice Presidents
(including any Executive, Senior and/or First Vice Presidents) as the Board may
determine from time to time, a Treasurer and a Secretary. Any two or more
offices may be held by the same person. Officers need not be stockholders of
the Corporation or citizens or residents of the United States of America. The
Chairman of the Board, any Vice Chairman of the Board and the President shall
be elected by the Board from among its members at its annual meeting, and all
other officers may be elected by the Board or Executive Committee, and each
such officer shall hold office until the next annual meeting of the Board or
the Executive Committee, as the case may be, and until his successor is elected
or until his earlier death or until his earlier resignation or removal in the
manner hereinafter provided.
The Board or the Executive Committee may elect or appoint such other
officers as it deems necessary, including a Comptroller, a Corporate General
Counsel and one or more Assistant Comptrollers, Associate or Assistant
Corporate General Counsels, Assistant Vice Presidents, Assistant Treasurers and
Assistant Secretaries. Each such officer shall have such authority and shall
perform such duties as may be provided herein or as the Board or Executive
Committee may prescribe.
If, additional officers are elected or appointed during the year, each
of them shall hold office until the next annual meeting of the Board or
Executive Committee at which officers are regularly elected or appointed and
until his successor is elected or appointed or until his earlier death or until
his earlier resignation or removal in the manner hereinafter provided.
SECTION 2. Resignation. Removal and Vacancies Any officer may resign
at any time by giving written notice to the President or the Secretary of the
Corporation, and such resignation shall take effect at the time specified
therein or, if the time when it shall become
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effective shall not be specified therein, then it shall take effect when
accepted by action of the Board or Executive Committee. Except as aforesaid,
the acceptance of such resignation shall not be necessary to make it effective.
All officers and agents elected or appointed by the Board or Executive
Committee shall be subject to removal at any time by the Board or the Executive
Committee, as the case may be, with or without cause.
A vacancy in any office may be filled for the unexpired portion of the
term in the same manner as provided for election or appointment to such office.
SECTION 3. Duties and Functions
(A) Chairman of the Board The Chairman of the Board, who shall be a
member thereof, shall preside at all meetings of the Board and of the
stockholders at which he shall be present and shall perform such other duties
and exercise such powers as may from time to time be prescribed by the Board of
Directors or the Executive Committee.
(B) Vice Chairmen of the Board. Each Vice Chairman of the Board shall
be a member thereof and shall have such powers and duties as may from time to
time be prescribed by the Board or the Executive Committee.
(C) President. The President shall be a member of the Board, shall be
the Chief Executive Officer of the Corporation and shall perform such duties
and exercise such powers as are incident to the office of chief executive, and
shall perform such other duties and exercise such other powers as may from time
to time be prescribed by the Board or the Executive Committee.
(D) Vice Presidents. Each Vice President shall have such powers and
duties as shall be prescribed by the Board or the Executive Committee.
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(E) Treasurer. The Treasurer shall have charge and custody of, and be
responsible for, all funds and securities of the Corporation and shall deposit
all such funds to the credit of the Corporation in such banks, trust companies
or other depositaries as shall be selected in accordance with the provisions of
these By-laws; he shall disburse the funds of the Corporation as may be ordered
by the Board or the Executive Committee, making proper vouchers for such
disbursements, and shall render to the President, the Board or the Executive
Committee, whenever the President, the Board or the Executive Committee may
require, and shall present at all annual meetings of the stockholders, a
statement of all his transactions as Treasurer; and, in general, he shall
perform all the duties incident to the office of Treasurer and such other
duties as from time to time may be assigned to him by the Board, the Executive
Committee or the President. To such extent as the Board or Executive Committee
shall deem proper, the duties of the Treasurer may be performed by one or more
assistants, to be appointed by the Board or Executive Committee.
(F) Secretary. The Secretary shall keep the records of all meetings of
the stockholders and of the Board and committees of the Board. He shall affix
the seal of the Corporation to all instruments requiring the corporate seal
when the same shall have been signed on behalf of the Corporation by a duly
authorized officer. The Secretary shall be the custodian of all contracts,
deeds, documents and all other indicia of title to properties owned by the
Corporation and of its other corporate records (except accounting records) and
in general shall perform all duties and have all powers incident to the office
of Secretary. To such extent as the Board or Executive Committee shall deem
proper, the duties of Secretary may be performed by one or more assistants, to
be appointed by the Board or Executive Committee.
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(G) Comptroller. The Comptroller, if any, shall have charge of the
accounts of the Corporation and shall perform such duties as from time to time
may be assigned to him by the Board, the Executive Committee by the President.
He shall be sworn to the faithful discharge of his duties.
(H) Corporate General Counsel. The Corporate General Counsel, if any,
shall have supervision of such legal matters concerning the Corporation as may
be designated by the Board and shall perform such duties as from time to time
may be assigned to him by the Board, the Executive Committee or the President.
ARTICLE VI
Contracts, Checks, Drafts, Bank Accounts, Proxies, Etc.
SECTION 1. Execution of Documents. The President or any other officer,
employee or agent of the Corporation designated by the Board, or designated in
accordance with corporate policy as approved by the Board, shall have power to
execute and deliver deeds, leases, contracts, mortgages, bonds, debentures,
checks, drafts and other orders for the payment of money and other documents
for and in the name of the Corporation, and such power may be delegated
(including power to redelegate) by written instrument to other officers,
employees or agents of the Corporation.
SECTION 2. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
or otherwise in accordance with corporate policy as approved by the Board.
SECTION 3. Proxies in Respect of Stock or Other Securities of Other
Corporations The President or any other officer of the Corporation designated
by the Board shall have the authority (a) to appoint from time to time an agent
or agents of the Corporation to
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exercise in the name and on behalf of the Corporation the powers and rights
which the Corporation may have as the holder of stock or other securities in
any other corporation, (b) to vote or consent in respect of such stock or
securities and (c) to execute or cause to be executed in the name and on behalf
of the Corporation and under its corporate seal, or otherwise, such written
proxies, powers of attorney or other instruments as he may deem necessary or
proper in order that the Corporation may exercise such powers and rights. The
President or any such designated officer may instruct any person or persons
appointed as aforesaid as to the manner of exercising such powers and rights.
ARTICLE VII
Books and Records
The books and records of the Corporation may be kept at such places
within or without the State of Delaware as the Board may from time to time
determine.
ARTICLE VIII
Shares and Their Transfer; Fixing Record Date
SECTION 1. Certificate for Stock Every owner of stock of the
Corporation shall be entitled to have a certificate certifying the number of
shares owned by him in the Corporation and designating the class of stock to
which such shares belong, which shall otherwise be in such form as the Board
shall prescribe. Each such certificate shall be signed by, or in the name of
the Corporation by, the Chairman of the Board or the President or a Vice
President and by the Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary of the Corporation. In case any officer who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer before such certificate is issued, it may
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nevertheless be issued by the Corporation with the same effect as if he were
such officer at the date of issue.
SECTION 2. Record. A record shall be kept of the name of the person,
firm or corporation owning the stock represented by each certificate for stock
of the Corporation issued, the number of shares represented by each such
certificate and the date thereof, and, in the case of cancellation, the date of
cancellation. Except as otherwise expressly required by law, the person in
whose name shares of stock stand on the books of the Corporation shall be
deemed the owner thereof for all purposes as regards the Corporation.
SECTION 3. Lost Stolen, Destroyed or Mutilated Certificates. The
holder of any stock of the Corporation shall immediately notify the Corporation
of any loss, theft, destruction or mutilation of the certificate therefor. The
Corporation may issue a new certificate for stock in the place of any
certificate theretofore issued by it and alleged to have been lost, stolen,
destroyed or mutilated, and the Board or the President or the Secretary may, in
its or his discretion, require the owner of the lost, stolen, mutilated or
destroyed certificate or his legal representatives to give the Corporation a
bond in such sum, limited or unlimited, in such form and with such surety or
sureties as the Board shall in its discretion determine, to indemnify the
Corporation against any claim that may be made against it on account of the
alleged loss, theft, mutilation or destruction of any such certificate or the
issuance of any such new certificate.
SECTION 4. Fixing Date for Determination of Stockholders of Record. In
order that the Corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled
to receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or
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exchange of stock or for the purpose of any other lawful action, the Board may
fix, in advance, a record date, which shall not be more than 60 nor less than
10 days before the date of such meeting, nor more than 60 days prior to any
other action.
ARTICLE IX
Seal
The Board shall provide a corporate seal, which shall be in the form
of a circle and shall bear the full name of the Corporation, the words
"Corporate Seal Delaware" and in figures the year of its incorporation.
ARTICLE X
Fiscal Year
The fiscal year of the Corporation shall be the calendar year.
ARTICLE XI
Amendments
These By-laws may be amended or repealed by the Board at any regular
or special meeting thereof, subject to the power of the holders of a majority
of the outstanding stock of the Corporation entitled to vote in respect
thereof, by their vote given at an annual meeting or at any special meeting, to
amend or repeal any By-law.
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