Exhibit 3.2F
IM SAN DIEGO, INC.
(a Delaware corporation)
BY - LAWS
ARTICLE 1
Offices
1.1 Registered Office. The registered office of the Corporation shall be
located in the City of Dover, County of Kent, State of Delaware, and the name of
the resident agent in charge thereof shall be The Prentice Hall Corporation
System, Inc.
1.2 Other Offices. The Corporation may also have offices at such other
places, within or without the State of Delaware, as the Board of Directors may
from time to time appoint or the business of the Corporation may require.
ARTICLE 2
Seal
The seal of the Corporation shall, subject to alteration by the
Board of Directors, consist of a flat-faced circular die with the word
"Delaware", together with the name of the Corporation and the year of
incorporation, cut or engraved thereon.
ARTICLE 3
Meetings of Stockholders
3.1 Place of Meeting. Meetings of the stockholders shall be held either
within or without the State of Delaware at such place as the Board of Directors
may fix.
3.2 Annual Meetings. The annual meeting of stockholders shall be held on
the thirtieth day of April of each year, or if such day is a legal holiday, then
on the next business day following, at such time as the Board of Directors may
fix.
3.3 Special Meetings. Special meetings of the stockholders for any purpose
or purposes may be called by the President, or by the directors (either by
written instrument signed by a majority or by resolution adopted by a vote of
the majority), and special meetings shall be called by the President or the
Secretary whenever stockholders owning a majority of the capital stock issued,
outstanding and entitled to vote so request in writing. Such request of
stockholders shall state the purpose or purposes of the proposed meeting.
3.4 Notice. Written or printed notice of every meeting of stockholders,
annual or special, stating the hour, date and place thereof, and the purpose or
purposes in general terms
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for which the meeting is called shall, not less than ten (10) and not more than
sixty (60) days before such meeting, be served upon or mailed to each
stockholder entitled to vote thereat, at his address as it appears upon the
stock records of the Corporation or, if such stockholder shall have filed with
the Secretary of the Corporation a written request that notices intended for him
be mailed to some other address, then to the address designated in such request.
Notice of the hour, date, place and purpose of any meeting of
stockholders may be dispensed with if every stockholder entitled to vote thereat
shall attend either in person or by proxy and shall not object to the holding of
such meeting for lack of proper notice, or if every absent stockholder entitled
to such notice shall in writing, filed with the records of the meeting, either
before or after the holding thereof, waive such notice.
3.5 Quorum. Except as otherwise provided by law or by the Certificate of
Incorporation, the presence in person or by proxy at any meeting of stockholders
of the holders of a majority of the shares of the capital stock of the
Corporation issued and outstanding and entitled to vote thereat, shall be
requisite and shall constitute a quorum. If two or more classes of stock are
entitled to vote as separate classes upon any question, then, in the case of
each such class, a quorum for the consideration of such question shall, except
as otherwise provided by law or by the Certificate of Incorporation, consist of
a majority in interest of all stock of that class issued, outstanding and
entitled to vote. If a majority or, where a larger quorum is required, such
quorum, shall not be represented at any meeting of the stockholders regularly
called, the holders of a majority of the shares present or represented and
entitled to vote thereat shall have power to adjourn the meeting to another
time, or to another time and place, without notice other than announcement of
adjournment at the meeting, and there may be successive adjournments for like
cause and in like manner until the requisite amount of shares entitled to vote
at such meeting shall be represented; provided, however, that if the adjournment
is for more than thirty (30) days, notice of the hour, date and place of the
adjourned meeting shall be given to each stockholder entitled to vote thereat.
Subject to the requirements of law and the Certificate of Incorporation, on any
issue on which two or more classes of stock are entitled to vote separately, no
adjournment shall be taken with respect to any class for which a quorum is
present unless the Chairman of the meeting otherwise directs. At any meeting
held to consider matters which were subject to adjournment for want of a quorum
at which the requisite amount of shares entitled to vote thereat shall be
represented, any business may be transacted which might have been transacted at
the meeting as originally noticed.
3.6 Votes; Proxies. At each meeting of stockholders, every stockholder of
record at the closing of the transfer books, if closed, or on the date set by
the Board of Directors for the determination of stockholders entitled to vote at
such meeting, shall have one vote for each share of stock entitled to vote which
is registered in his name on the books of the Corporation, and, in the election
of directors, may vote cumulatively to the extent and in the manner authorized
in the Certificate of Incorporation. At each such meeting every stockholder
shall be entitled to vote in person, or by proxy appointed by an instrument in
writing subscribed by such stockholder and bearing a date not more than three
(3) years prior to the meeting in question, unless said instrument provides for
a longer period during which it is to remain in force.
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All elections of directors shall be held by ballot. If the Chairman
of the meeting shall so determine, a vote may be taken upon any other matter by
ballot and shall be so taken upon the request of any stockholder entitled to
vote on such matter.
At elections of directors, the Chairman shall appoint two judges of
election, who shall first take and subscribe an oath or affirmation faithfully
to execute the duties of judges at such meeting with strict impartiality and
according to the best of their ability. The judges so appointed shall take
charge of the polls and, after the balloting, shall make a certificate of the
result of the vote taken. No director or candidate for the office of director
shall be appointed as such judge.
At any meeting at which a quorum is present, a plurality of the
votes properly cast for election to fill any vacancy on the Board of Directors
shall be sufficient to elect a candidate to fill such vacancy, and a majority of
the votes properly cast upon any other question shall decide the question,
except in any case where a larger vote is required by law, the Certificate of
Incorporation, these By-laws, or otherwise.
3.7 Organization. The Chairman of the Board, if there be one, or in his
absence the President, or in the absence of the Chairman and the President, a
Vice President, shall call meetings of the stockholders to order and shall act
as chairman thereof. The Secretary of the Corporation, if present, shall act as
secretary of all meetings of stockholders, and, in his absence, the presiding
officer may appoint a secretary.
ARTICLE 4
Directors
4.1 Number. The business and property of the Corporation shall be
conducted and managed by a Board of Directors consisting of one or more
directors. Directors need not be a stockholder. The number of directors for the
ensuing year shall be fixed at each annual meeting of stockholders, but if the
number is not so fixed, the number shall remain as it stood immediately prior to
such meeting.
At any time during any year the whole number of directors may be
increased or reduced, in each case by vote of a majority of the stock
outstanding and entitled to vote for the election of directors or a majority of
the directors in office at the time of such increase or decrease, regardless of
whether such majority of directors constitutes a quorum.
4.2 Term of Office. Each director shall hold office until the next annual
meeting of stockholders and until his successor is duly elected and qualified or
until his earlier death or resignation, subject to the right of the stockholders
at any time to remove any director or directors as provided in Section 4 of this
Article.
4.3 Vacancies. If any vacancy shall occur among the directors, or if the
number of directors shall at any time be increased, the directors then in
office, although less than a quorum, by a majority vote may fill the vacancies
or newly-created directorships, or any such vacancies or newly-created
directorships may be filled by the stockholders at any meeting.
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4.4 Removal by Stockholders. The holders of record of the capital stock of
the Corporation entitled to vote for the election of directors may in their
discretion at any meeting duly called for the purpose, by a majority vote,
remove any director or directors and elect a new director or directors in place
thereof.
4.5 Meetings. Meetings of the Board of Directors shall be held at such
place, within or without the State of Delaware, as may from time to time be
fixed by resolution of the Board or by the President and as may be specified in
the notice or waiver of notice of any meeting. Meetings may be held at any time
upon the call of the Chairman of the Board or the President or any two (2) of
the directors in office by oral, telegraphic or written notice, duly served or
sent or mailed to each director not less than twenty-four (24) hours before such
meeting, except that, if mailed, not less than seventy-two (72) hours before
such meeting. Meetings may be held at any time and place without notice if all
the directors are present and do not object to the holding of such meeting for
lack of proper notice or if those not present shall, in writing or by telegram,
waive notice thereof. A regular meeting of the Board may be held without notice
immediately following the annual meeting of stockholders at the place where such
meeting is held. Regular meetings of the Board may also be held without notice
at such time and place as shall from time to time be determined by resolution of
the Board.
4.6 Quorum. A majority of the directors shall constitute a quorum for the
transaction of business. If at any meeting of the Board there shall be less than
a quorum present, a majority of those present may adjourn the meeting from time
to time without notice other than announcement of the adjournment at the
meeting, and at such adjourned meeting at which a quorum is present any business
may be transacted which might have been transacted at the meeting as originally
noticed.
4.7 Compensation. Directors shall receive compensation for their services,
as such, and for service on any Committee of the Board of Directors, as fixed by
resolution of the Board of Directors and for expenses of attendance at each
regular or special meeting of the Board or any Committee thereof. Nothing in
this Section shall be construed to preclude a director from serving the
Corporation in any other capacity and receiving compensation therefor.
ARTICLE 5
Committees of Directors
5.1 Executive Committee. The Board of Directors may, by resolution passed
by a majority of the whole Board, appoint an Executive Committee of two (2) or
more members, to serve during the pleasure of the Board, to consist of such
directors as the Board may from time to time designate. The Board of Directors
shall designate the Chairman of the Executive Committee.
(a) Procedure. The Executive Committee shall, by a vote of a
majority of its members, fix its own times and places of
meeting, determine the number of its members constituting a
quorum for the transaction of business, and prescribe its own
rules of procedure, no change in which shall be made save by a
majority vote of its members.
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(b) Responsibilities. During the intervals between the meetings of
the Board of Directors, except as otherwise provided by the
Board of Directors in establishing such Committee or
otherwise, the Executive Committee shall possess and may
exercise all the powers of the Board in the management and
direction of the business and affairs of the Corporation;
provided, however, that the Executive Committee shall not have
the power:
(i) to amend or authorize the amendment of the Certificate
of Incorporation or these By-Laws;
(ii) to authorize the issuance of stock;
(iii) to authorize the payment of any dividend;
(iv) to adopt an agreement of merger or consolidation of the
Corporation or to recommend to the stockholders the
sale, lease or exchange of all or substantially all the
property and business of the Corporation; or
(v) to recommend to the stockholders a dissolution of the
Corporation.
(c) Reports. The Executive Committee shall keep regular minutes of
its proceedings, and all action by the Executive Committee
shall be reported promptly to the Board of Directors. Such
action shall be subject to review, amendment and repeal by the
Board, provided that no rights of third parties shall be
adversely affected by such review, amendment or repeal.
(d) Appointment of Additional Members. In the absence or
disqualification of any member of the Executive Committee, the
member or members thereof present at any meeting and not
disqualified from voting, whether or not constituting a
quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in place of any such absent or
disqualified member.
5.2 Audit Committee. The Board of Directors shall appoint an Audit
Committee of two (2) or more members who shall not be officers or employees of
the Corporation to serve during the pleasure of the Board. The Board of
Directors shall designate the Chairman of the Audit Committee.
(a) Procedure. The Audit Committee, by a vote of a majority of its
members, shall fix its own times and places of meeting, shall
determine the number of its members constituting a quorum for
the transaction of business, and shall prescribe its own rules
of procedure, no change in which shall be made save by a
majority vote of its members.
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(b) Responsibilities. The Audit Committee shall review the annual
financial statements of the Corporation prior to their
submission to the Board of Directors, shall consult with the
Corporation's independent auditors, and may examine and
consider such other matters in relation to the internal and
external audit of the Corporation's accounts and in relation
to the financial affairs of the Corporation and its accounts,
including the selection and retention of independent auditors,
as the Audit Committee may, in its discretion, determine to be
desirable.
(c) Reports. The Audit Committee shall keep regular minutes of its
proceedings, and all action by the Audit Committee shall, from
time to time, be reported to the Board of Directors as it
shall direct.
(d) Appointment of Additional Members. In the absence or
disqualification of any member of the Audit Committee, the
member or members thereof present at any meeting and not
disqualified from voting, whether or not constituting a
quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in place of any such absent or
disqualified member.
5.3 Other Committees. The Board of Directors, by vote of a majority of the
directors then in office, may at any time appoint one or more other committees
from and outside of its own number. Every such committee must include at least
one member of the Board of Directors. The Board may from time to time designate
or alter, within the limits permitted by law, the Certificate of Incorporation
and this Article, if applicable, the duties, powers and number of members of
such other committees or change their membership, and may at any time abolish
such other committees or any of them.
(a) Procedure. Each committee appointed pursuant to this Section
shall, by a vote of a majority of its members, fix its own
times and places of meeting, determine the number of its
members constituting a quorum for the transaction of business,
and prescribe its own rules of procedure, no change in which
shall be made save by a majority vote of its members.
(b) Responsibilities. Each committee appointed pursuant to this
Section shall exercise the powers assigned to it by the Board
of Directors in its discretion.
(c) Reports. Each committee appointed pursuant to this Section
shall keep regular minutes of proceedings, and all action by
each such committee shall, from time to time, be reported to
the Board of Directors as it shall direct.
(d) Appointment of Additional Members. In the absence or
disqualification of any member of each committee, appointed
pursuant to this Section, the member or members thereof
present at any meeting and not disqualified from voting,
whether or not constituting a quorum, may unanimously
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appoint another member of the Board of Directors to act at the
meeting in place of any such absent or disqualified member.
5.4 Term of Office. Each member of a committee shall hold office until the
first meeting of the Board of Directors following the annual meeting of
stockholders (or until such other time as the Board of Directors may determine,
either in the vote establishing the committee or at the election of such member
or otherwise) and until his successor is elected and qualified, or until he
sooner dies, resigns, is removed, is replaced by change of membership or becomes
disqualified by ceasing to be a Director (where membership on the Board is
required), or until the committee is sooner abolished by the Board of Directors.
ARTICLE 6
Officers
6.1 Officers. The Board of Directors shall elect a President, a Secretary
and a Treasurer, and, in their discretion, may elect a Chairman of the Board,
one or more Executive Vice Presidents, Vice Presidents, Assistant Secretaries
and Assistant Treasurers as deemed necessary or appropriate. Such officers shall
be elected annually by the Board of Directors at its first meeting following the
annual meeting of stockholders, and each shall hold office for the term provided
by the vote of the Board, except that each will be subject to removal from
office in the discretion of the Board as provided herein. The powers and duties
of more than one office may be exercised and performed by the same person.
6.2 Vacancies. Any vacancy in any office may be filled for the unexpired
portion of the term by the Board of Directors, at any regular or special
meeting.
6.3 Chairman of the Board. The Chairman of the Board of Directors, if
elected, shall be a member of the Board of Directors and shall preside at its
meetings. He shall advise and counsel with the President, and shall perform such
duties as from time to time may be assigned to him by the Board of Directors.
6.4 President. The President shall be the chief executive officer of the
Corporation. Subject to the directions of the Board of Directors, he shall have
and exercise direct charge of and general supervision over the business and
affairs of the Corporation and shall perform all duties incident to the office
of the chief executive officer of a corporation and such other duties as from
time to time may be assigned to him by the Board of Directors. The President may
but need not be a member of the Board of Directors.
6.5 Executive Vice Presidents and Vice Presidents. Each Executive Vice
President and Vice President shall have and exercise such powers and shall
perform such duties as from time to time may be assigned to him by the
President.
6.6 Secretary. The Secretary shall keep the minutes of all meetings of the
stockholders and of the Board of Directors in books provided for the purpose; he
shall see that all notices are duly given in accordance with the provisions of
law and these By-laws; he shall be custodian of the records and of the corporate
seal or seals of the Corporation; he shall see
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that the corporate seal is affixed to all documents the execution of which, on
behalf of the Corporation under its seal, is duly authorized, and, when the seal
is so affixed, he may attest the same; he may sign, with the President, an
Executive Vice President or a Vice President, certificates of stock of the
Corporation; and, in general, he shall perform all duties incident to the office
of secretary of a corporation, and such other duties as from time to time may be
assigned to him by the Board of Directors.
6.7 Assistant Secretaries. The Assistant Secretaries in order of their
seniority shall, in the absence or disability of the Secretary, perform the
duties and exercise the powers of the Secretary and shall perform such other
duties as the Board of Directors shall prescribe or as from time to time may be
assigned by the Secretary.
6.8 Treasurer. The Treasurer shall have charge of and be responsible for
all funds, securities, receipts and disbursements of the Corporation, and shall
deposit, or cause to be deposited, in the name of the Corporation, all monies or
other valuable effects in such banks, trust companies or other depositaries as
shall, from time to time, be selected by the Board of Directors; he may endorse
for collection on behalf of the Corporation checks, notes and other obligations;
he may sign receipts and vouchers for payments made to the Corporation; he may
sign checks of the Corporation, singly or jointly with another person as the
Board of Directors may authorize, and pay out and dispose of the proceeds under
the direction of the Board; he shall render to the President and to the Board of
Directors, whenever requested, an account of the financial condition of the
Corporation; he may sign, with the President, or an Executive Vice President or
a Vice President, certificates of stock of the Corporation; and in general,
shall perform all the duties incident to the office of treasurer of a
corporation, and such other duties as from time to time may be assigned to him
by the Board of Directors.
6.9 Assistant Treasurers. The Assistant Treasurers in order of their
seniority shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer and shall perform such other
duties as the Board of Directors shall prescribe or as from time to time may be
assigned by the Treasurer.
6.10 Subordinate Officers. The Board of Directors may appoint such
subordinate officers as it may deem desirable. Each such officer shall hold
office for such period, have such authority and perform such duties as the Board
of Directors may prescribe. The Board of Directors may, from time to time,
authorize any officer to appoint and remove subordinate officers and to
prescribe the powers and duties thereof.
6.11 Compensation. The Board of Directors shall fix the compensation of
all officers of the Corporation. It may authorize any officer, upon whom the
power of appointing subordinate officers may have been conferred, to fix the
compensation of such subordinate officers.
6.12 Removal. Any officer of the Corporation may be removed, with or
without cause, by action of the Board of Directors.
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6.13 Bonds. The Board of Directors may require any officer of the
Corporation to give a bond to the Corporation, conditional upon the faithful
performance of his duties, with one or more sureties and in such amount as may
be satisfactory to the Board of Directors.
ARTICLE 7
Certificates of Stock
7.1 Form and Execution of Certificates. The interest of each stockholder
of the Corporation shall be evidenced by a certificate or certificates for
shares of stock in such form as the Board of Directors may from time to time
prescribe. The certificates of stock of each class shall be consecutively
numbered and signed by the President, an Executive Vice President or a Vice
President and by the Secretary, an Assistant Secretary, the Treasurer or an
Assistant Treasurer of the Corporation, and may be countersigned and registered
in such manner as the Board of Directors may by resolution prescribe, and shall
bear the corporate seal or a printed or engraved facsimile thereof. Where any
such certificate is signed by a transfer agent or transfer clerk acting on
behalf of the Corporation, the signatures of any such President, Executive Vice
President, Vice President, Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary may be facsimiles, engraved or printed. In case any officer
or officers, who shall have signed, or whose facsimile signature or signatures
shall have been used on, any such certificate or certificates, shall cease to be
such officer or officers, whether because of death, resignation or otherwise,
before such certificate or certificates shall have been delivered by the
Corporation, such certificate or certificates may nevertheless be issued and
delivered by the Corporation as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures shall
have been used thereon had not ceased to be such officer or officers.
In case the corporate seal which has been affixed to, impressed on,
or reproduced in any such certificate or certificates shall cease to be the seal
of the Corporation before such certificate or certificates have been delivered
by the Corporation, such certificate or certificates may nevertheless be issued
and delivered by the Corporation as though the seal affixed thereto, impressed
thereon or reproduced therein had not ceased to be the seal of the Corporation.
Every certificate for shares of stock which are subject to any
restriction on transfer pursuant to law, the Certificate of Incorporation, these
By-laws, or any agreement to which the Corporation is a party, shall have the
restriction noted conspicuously on the certificate, and shall also set forth, on
the face or back, either the full text of the restriction or a statement of the
existence of such restriction and (except if such restriction is imposed by law)
a statement that the Corporation will furnish a copy thereof to the holder of
such certificate upon written request and without charge.
Every certificate issued when the Corporation is authorized to issue
more than one class or series of stock shall set forth on its face or back
either the full text of the preferences, voting powers, qualifications, and
special and relative rights of the shares of each class and series authorized to
be issued, or a statement of the existence of such preferences, powers,
qualifications and rights, and a statement that the Corporation will furnish a
copy thereof to the holder of such certificate upon written request and without
charge.
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7.2 Transfer of Shares. The shares of the stock of the Corporation shall
be transferred on the books of the Corporation by the holder thereof in person
or by his attorney lawfully constituted, upon surrender for cancellation of
certificates for the same number of shares, with an assignment and power of
transfer endorsed thereon or attached thereto, duly executed, with such proof or
guaranty of the authenticity of the signature as the Corporation or its agents
may reasonably require. The Corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact thereof and
accordingly shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person whether or not
it shall have express or other notice thereof, save as expressly provided by law
or by the Certificate of Incorporation. It shall be the duty of each stockholder
to notify the Corporation of his post office address.
7.3 Closing of Transfer Books. The stock transfer books of the Corporation
may, if deemed appropriate by the Board of Directors, be closed for such length
of time not exceeding fifty (50) days as the Board may determine, preceding the
date of any meeting of stockholders or the date for the payment of any dividend
or the date for the allotment of rights or the date when any issuance, change,
conversion or exchange of capital stock shall go into effect, during which time
no transfer of stock on the books of the Corporation may be made.
7.4 Dates of Record. If deemed appropriate, the Board of Directors may fix
in advance a date for such length of time not exceeding sixty (60) days (and, in
the case of any meeting of stockholders, not less than ten (10) days) as the
Board may determine, preceding the date of any meeting of stockholders, or the
date for the payment of any dividend, or the date for the allotment of rights or
the date when any issuance, change, conversion or exchange of capital stock
shall go into effect, as a record date for the determination of the stockholders
entitled to notice of, and to vote at, any such meeting or entitled to receive
payment of any such dividend or to any such allotment of rights, or to exercise
the rights in respect of any such issuance, change, conversion or exchange of
capital stock, as the case may be, and in such case only such stockholders as
shall be stockholders of record on the date so fixed shall be entitled to such
notice of, and to vote at, such meeting, or to receive payment of such dividend,
or to receive such allotment of rights, or to exercise such rights, as the case
may be, notwithstanding any transfer of any stock on the books of the
Corporation after any record date fixed as aforesaid. If no such record date is
so fixed, the record date shall be determined by applicable law.
7.5 Lost or Destroyed Certificates. In case of the loss or destruction of
any certificate of stock, a new certificate may be issued under the following
conditions:
(a) The owner of said certificate shall file with the Secretary or
any Assistant Secretary of the Corporation an affidavit giving
the facts in relation to the ownership, and in relation to the
loss or destruction of said certificate, stating its number
and the number of shares represented thereby; such affidavit
shall be in such form and contain such statements as shall
satisfy the President, any Executive Vice President, Vice
President, the Secretary, any Assistant Secretary, the
Treasurer or any Assistant Treasurer, that said certificate
has been accidentally destroyed or lost, and that a new
certificate ought to be issued in lieu thereof. Upon being so
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satisfied, any such officer shall require such owner to
furnish the Corporation a bond in such penal sum and in such
form as he may deem advisable, and with a surety or sureties
approved by him, to indemnify and save harmless the
Corporation from any claim, loss, damage or liability which
may be occasioned by the issuance of a new certificate in lieu
thereof. Upon such bond being so filed, a new certificate for
the same number of shares shall be issued to the owner of the
certificate so lost or destroyed; and the transfer agent and
registrar, if any, of stock shall countersign and register
such new certificate upon receipt of a written order signed by
any such officer, and thereupon the Corporation will save
harmless said transfer agent and registrar in the premises. In
case of the surrender of the original certificate, in lieu of
which a new certificate has been issued, or the surrender of
such new certificate, for cancellation, the bond of indemnity
given as a condition of the issue of such new certificate may
be surrendered; or
(b) The Board of Directors of the Corporation may by resolution
authorize and direct any transfer agent or registrar of stock
of the Corporation to issue and register respectively from
time to time without further action or approval by or on
behalf of the Corporation new certificates of stock to replace
certificates reported lost, stolen or destroyed upon receipt
of an affidavit of loss and bond of indemnity in form and
amount and with surety satisfactory to such transfer agent or
registrar in each instance or upon such terms and conditions
as the Board of Directors may determine.
ARTICLE 8
Execution of Documents
8.1 Execution of Checks, Notes, etc. All checks and drafts on the
Corporation's bank accounts and all bills of exchange and promissory notes, and
all acceptances, obligations and other instruments for the payment of money,
shall be signed by such officer or officers, or agent or agents, as shall be
thereunto authorized from time to time by the Board of Directors, which may in
its discretion authorize any such signatures to be facsimile.
8.2 Execution of Contracts, Assignments, etc. Unless the Board of
Directors shall have otherwise provided generally or in a specific instance, all
contracts, agreements, endorsements, assignments, transfers, stock powers, or
other instruments shall be signed by the President, any Executive Vice
President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer or any Assistant Treasurer. The Board of Directors may, however, in
its discretion, require any or all such instruments to be signed by any two or
more of such officers, or may permit any or all of such instruments to be signed
by such other officer or officers, agent or agents, as it shall thereunto
authorize from time to time.
8.3 Execution of Proxies. The President, any Executive Vice President or
any Vice President, and the Secretary, the Treasurer, any Assistant Secretary or
any Assistant Treasurer, or any other officer designated by the Board of
Directors, may sign on behalf of the Corporation proxies to vote upon shares of
stock of other companies standing in the name of the Corporation.
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ARTICLE 9
Inspection of Books
The Board of Directors shall determine from time to time whether,
and if allowed, to what extent and at what time and places and under what
conditions and regulations, the accounts and books of the Corporation (except
such as may by law be specifically open to inspection) or any of them, shall be
open to the inspection of the stockholders, and no stockholder shall have any
right to inspect any account or book or document of the Corporation, except as
conferred by the laws of the State of Delaware, unless and until authorized so
to do by resolution of the Board of Directors or of the stockholders of the
Corporation.
ARTICLE 10
Fiscal Year
The fiscal year of the Corporation shall be determined from time to
time by vote of the Board of Directors.
ARTICLE 11
Amendments
These By-laws may be altered, amended, changed or repealed and new
By-laws adopted by the stockholders or by the Board of Directors, in either case
at any meeting called for that purpose at which a quorum shall be present. Any
by-law, whether made, altered, amended, changed or repealed by the stockholders
or the Board of Directors may be repealed, amended, changed, further amended,
changed, repealed or reinstated, as the case may be either by the stockholders
or by the Board of Directors, as herein provided; except that this Article may
be altered, amended, changed or repealed only by vote of the stockholders.
ARTICLE 12
Indemnification
12.1 Indemnification. The Corporation shall indemnify 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 (other than an action by or in the right of the Corporation) by
reason of the fact that he 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, 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 he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interest of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
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interest of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the Corporation to procure a judgment in its favor
by reason of the fact that he 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, against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation; except that no indemnification shall be made 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 duty to the
Corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in this Section, or in defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
12.2 Authorization. Any indemnification under Section 1 of this Article
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Section 1 of this Article. Such
determination shall be made: (a) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceedings, or (b) if such a quorum is not obtainable, or, even if obtainable,
a quorum of disinterested directors so directs, by independent legal counsel in
written opinion, or (c) by the stockholders.
12.3 Expense Advance. Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding as authorized by the Board
of Directors in the manner provided in Section 2 of this Article upon receipt of
an undertaking by or on behalf of the director, officer, employee or agent to
repay such amount, unless it shall ultimately be determined that he is entitled
to be indemnified by the Corporation as authorized in this Article.
12.4 Nonexclusivity. The indemnification provided by this Article shall
not be deemed exclusive of any other rights to which those indemnified may be
entitled under any by-law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue
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as to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators of such a
person.
12.5 Insurance. The Corporation shall have power to 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 against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to indemnify him
against such liability under the provisions of this Article.
12.6 "The Corporation". For the purposes of this Article, references to
"the Corporation" include all constituent corporations absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers and employees
or agents as well as the resulting or surviving corporation so that any person
who is or was a director, officer, employee or agent of such a constituent
corporation or is or was serving at the request of such constituent corporation
as director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise shall stand in the same position under
the provisions of this Article with respect to such a constituent corporation if
its separate existence had continued.