Silvestri, Inc.
BYLAWS
ARTICLE I - STOCKHOLDERS
Section 1. Annual Meeting.
--------------------------
An annual meeting of the stockholders of Silvestri Acquisition Corporation
(the "Corporation"), for the election of directors to succeed those whose terms
expire and for the transaction of such other business as may properly come
before the meeting, shall be held at such place, on such date, and at such time
as the Board of Directors shall each year fix, which date shall be within
thirteen months subsequent to the later of the date of incorporation o the last
annual meeting of stockholders.
Section 2. Special Meetings.
----------------------------
Special meetings of the stockholders, for any purpose or purposes
prescribed in the notice of the meeting, may be called by the Board of
Directors, the Chairman or the President or as otherwise provided by law or the
Certificate of Incorporation and shall be held at such place, on such date, and
at such time as they or he shall fix.
Section 3. Notice of Meetings.
------------------------------
Written notice of the place, date and time of all meetings of the
stockholders shall be given, not less than ten nor more than sixty days before
the date on which the meeting is to be held, to each stockholder entitled to
vote at such meeting, except as otherwise provided herein or required by law
(meaning, here and hereinafter, as required from time to time by the Delaware
General
-1-
Corporation Law or the Certificate of Incorporation of the Corporation).
When a meeting is adjourned to another place, date or time, written notice
need not be given of the adjourned meeting if the place, date and time thereof
are announced at the meeting at which the adjournment is taken; provided,
however, that if the date of any adjourned meeting is more than thirty days
after the date for which the meeting was originally noticed, or if a new record
date is fixed for the adjourned meeting, written notice of the place, date, and
time of the adjourned meeting shall be given in conformity herewith. At any
adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.
Section 4. Quorum.
------------------
At any meeting of the stockholders, the holders of a majority of all of
the shares of the stock entitled to vote at the meeting, present in person or by
proxy, shall constitute a quorum for all purposes, unless or except to the
extent that the presence of a larger number may be required by law.
If a quorum shall fail to attend any meeting, the Chairman of the meeting
or the holders of a majority of the shares of the stock entitled to vote who are
present, in person or by proxy, may adjourn the meeting to another place, date,
or time.
If a notice of any adjourned special meeting of stockholders is sent to
all stockholders entitled to vote thereat, stating that it will be held with
those present constituting a quorum, then except as otherwise required by law,
those present at
-2-
such adjourned meeting shall constitute a quorum, and all matters shall be
determined by a majority of the votes cast at such meeting.
Section 5. Organization.
------------------------
Such person as the Board of Directors may have designated or, in the
absence of such a person, the President of the Corporation or, in his absence,
such person as may be chosen by the holders of a majority of the shares entitled
to vote who are present, in person or by proxy, shall call to order any meeting
of the stockholders and act as Chairman of the meeting. In the absence of the
Secretary of the Corporation, the Secretary of the meeting shall be such person
as the Chairman appoints.
Section 6. Conduct of Business.
-------------------------------
The Chairman of any meeting of stockholders shall determine the order of
business and the procedure at the meeting, including such regulation of the
manner of voting and the conduct of discussion as seem to him in order.
Section 7. Proxies and Voting.
------------------------------
At any meeting of the stockholders, every stockholder entitled to vote may
vote in person or by proxy authorized by an instrument in writing filed in
accordance with the procedure established for the meeting.
Each stockholder shall have one vote for every share of stock entitled to
vote which is registered in his name on the record date for the meeting, except
as otherwise provided herein or required by law.
-3-
All voting, including on the election of directors, but excepting where
otherwise required by law, may be by a voice vote; provided, however, that upon
demand therefor by a stockholder entitled to vote or his proxy, a stock vote
shall be taken. Every stock vote shall be taken by ballots, each of which shall
state the name of the stockholder or proxy voting and such other information as
may be required under the procedure established for the meeting. Every vote
taken by ballots shall be counted by an inspector or inspectors appointed by the
Chairman of the meeting.
All elections shall be determined by a plurality of the votes cast, and
except as otherwise required by law, all other matters shall be determined by a
majority of the votes cast.
Section 8. Stock List.
----------------------
A complete list of stockholders entitled to vote at any meeting of
stockholders, arranged in alphabetical order for each class of stock and showing
the address of each such stockholder and the number of shares registered in his
name, shall be open to the examination of any such stockholder, for any purpose
germane to the meeting, during ordinary business hours for a period of at least
ten (10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or if not so specified, at the place where the meeting is to be held.
The stock list shall also be kept at the place of the meeting during the
whole time thereof and shall be open to the examination of any such stockholder
who is present. This list shall presumptively determine the identity of the
stockholders
-4-
entitled to vote at the meeting and the number of shares held by each of them.
Section 9. Consent of Stockholders in Lieu of Meeting.
------------------------------------------------------
Any action required to be taken at any annual or special meeting of
stockholders of the Corporation, or any action which may 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 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.
ARTICLE II - BOARD OF DIRECTORS
Section 1. Number and Term of Office.
-------------------------------------
The number of directors who shall constitute the whole board shall be such
number as the Board of Directors shall at the time have designated, except that
in the absence of any such designation, such number shall be one. Each director
shall be elected for a term of one year and until his successor is elected and
qualified, except as otherwise provided herein or required by law.
Whenever the authorized number of directors is increased between annual
meetings of the stockholders, a majority of the directors then in office shall
have the power to elect such new directors for the balance of a term and until
their successors are elected and qualified. Any decrease in the authorized
number of
-5-
directors shall not become effective until the expiration of the term of the
directors them in office unless, at the time of such decrease, there shall be
vacancies on the board which are being eliminated by the decrease.
Section 2. Vacancies.
---------------------
If the office of any director becomes vacant by reason of death,
resignation, disqualification, removal or other cause, a majority of the
directors remaining in office, although less than a quorum, may elect a
successor for the unexpired term and until his successor is elected and
qualified.
Section 3. Regular Meetings.
----------------------------
Regular meetings of the Board of Directors shall be held at such place or
places, on such date or dates, and at such time or times as shall have been
established by the Board of Directors and publicized among all directors. A
notice of each regular meeting shall not be required.
Section 4. Special Meetings.
----------------------------
Special meetings of the Board of Directors may be called by one-third of
the directors then in office (rounded up to the nearest whole number) or by the
President and shall be held at such place, on such date, and at such time as
they or he shall fix. Notice of the place, date, and time of each such special
meeting shall be given each director by whom it is not waived by mailing written
notice not less than five days before the meeting, by depositing such notice
with a nationally recognized overnight courier not less than three (3) days
before the meeting, or by telecopying or hand delivering the same not less than
twenty-four
-6-
hours before the meeting. Unless otherwise indicated in the notice thereof, any
and all business may be transacted at a special meeting.
Section 5. Quorum.
------------------
At any meeting of the Board of Directors, a majority of the total number
of the whole board shall constitute a quorum for all purposes. If a quorum shall
fail to attend any meeting, a majority of those present may adjourn the meeting
to any place, date, or time, without further notice or waiver thereof.
Section 6. Participation in Meetings by Conference Telephone.
-------------------------------------------------------------
Members of the Board of Directors, or of any committee thereof, may
participate in a meeting of such board or committee by 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.
Section 7. Chairman of the Board.
---------------------------------
The Board of Directors shall elect, at its original meeting and each
annual meeting, a Chairman of the Board (the "Chairman") who shall be a director
and who shall hold office until the next annual meeting of the Board and until
his successor is elected and qualified or until his earlier resignation or
removal by act of the Board. The Chairman shall preside at meetings of the
stockholders and the Board. In the absence of the Chairman, the President shall
preside at meetings of the stockholders and the Board.
-7-
Section 8. Conduct of Business.
-------------------------------
At any meeting of the Board of Directors, business shall be transacted in
such order and manner as the board may from time to time determine, and all
matters shall be determined by the vote of a majority of the directors present,
except as otherwise provided herein or required by law. Action may be taken by
the Board of Directors without a meeting if all members thereof consent thereto
in writing, and the writing or writings are filed with the minutes of
proceedings of the Board of Directors.
Section 9. Powers.
------------------
The Board of Directors may, except as otherwise required by law, exercise
all such powers and do all such acts and things as may be exercised or done by
the Corporation, including, without limiting the generality of the foregoing,
the unqualified power:
(1) To declare dividends from time to time in accordance with law;
(2) To purchase or otherwise acquire any property, rights or
privileges on such terms as it shall determine;
(3) To authorize the creation, making and issuance, in such form as
it may determine, of written obligations of every kind, negotiable or
non-negotiable, secured or unsecured, and to do all things necessary in
connection therewith;
(4) To remove any officer of the Corporation with or without cause,
and from time to time devolve the powers and duties of any officer upon any
other person for the time being;
-8-
(5) To confer upon any officer of the Corporation the power to
appoint, remove and suspend subordinate officers, employees and agents;
(6) To adopt from time to time such stock, option, stock purchase,
bonus or other compensation plans for directors, officers, employees and agents
of the Corporation and its subsidiaries as it may determine;
(7) To adopt from time to time such insurance, retirement, and other
benefit plans for directors, officers, employees and agents of the Corporation
and its subsidiaries as it may determine; and,
(8) To adopt from time to time regulations, not inconsistent with
these Bylaws, for the management of the Corporation's business and affairs.
Section 10. Compensation of Directors.
--------------------------------------
Directors, as such, may receive, pursuant to resolution of the Board of
Directors, fixed fees and other compensation for their services as directors,
including, without limitation, their services as members of committees of the
Board of Directors.
ARTICLE III - COMMITTEES
Section 1. Committees of the Board of Directors.
------------------------------------------------
The Board of Directors, by a vote of a majority of the whole board, may
from time to time designate committees of the board, with such lawfully
delegable powers and duties as it thereby confers, to serve at the pleasure of
the board and shall, for those committees and any others provided for herein,
elect a director or
-9-
directors to serve as the member or members, designating, if it desires, other
directors as alternate members who may replace any absent or disqualified member
at any meeting of the committee. Any committee so designated may exercise the
power and authority of the Board of Directors to declare a dividend or to
authorize the issuance of stock if the resolution which designates the committee
or a supplemental resolution of the Board of Directors shall so provide. In the
absence or disqualification of any member of any committee and any alternate
member in his place, the member or members of the committee present at the
meeting and not disqualified from voting, whether or not he or they constitute a
quorum, may be unanimous vote appoint another member of the Board of Directors
to act at the meeting in the place of the absent or disqualified member. The
Board of Directors may, from time to time, suspend, alter continue or terminate
any committee or the powers and functions thereof.
Section 2. Officers' Committees.
--------------------------------
Subject to the approval of the Board, the Chairman may appoint, or may
provide for the appointment of, committees consisting of officers or other
persons, with chairmanships, vice chairmanships and secretaryships and such
duties and powers as the Chairman may, from time to time, designate and
prescribe. The Board or the Chairman may, from time to time, suspend, alter,
continue or terminate any of such committees or the powers and functions
thereof.
-10-
Section 3. Conduct of Business.
-------------------------------
Each committee may determine the procedural rules for meeting and
conducting its business and shall act in accordance therewith, except as
otherwise provided herein or required by law. Adequate provision shall be made
for notice to members of all meetings; one-third of the members shall constitute
a quorum unless the committee shall consist of one or two members, in which
event one member shall constitute a quorum; and all matters shall be determined
by a majority vote of the members present. Action may be taken by any committee
without a meeting if all members thereof consent thereto in writing, and the
writing or writings are filed with the minutes of the proceedings of such
committee.
ARTICLE IV - OFFICERS
Section 1. Generally.
---------------------
The officers of the Corporation shall consist of a President, one or more
Vice Presidents, a Secretary, a Treasurer and such other officers as may from
time to time be appointed by the Board of Directors. Officers shall be elected
by the Board of Directors which shall consider that subject at its first meeting
after every annual meeting of stockholders. Each officer shall hold office until
his successor is elected and qualified or until his earlier resignation or
removal. The President shall be a member of the Board of Directors. Any number
of offices may be held by the same person. One person may also have such other
titles as the Board of Directors may determine.
-11-
Section 2. President.
---------------------
The President shall be the chief executive officer of the Corporation.
Subject to the provisions of these Bylaws and to the direction of the Board of
Directors, he shall have the responsibility for the general management and
control of the business and affairs of the Corporation and shall perform all
duties and have all powers which are commonly incident to the office of chief
executive or which are delegated to him by the Board of Directors. He shall have
power to sign all stock certificates, contracts and other instruments of the
Corporation which are authorized and shall have general supervision and
direction of all of the other officers, employees and agents of the Corporation.
Section 3. Vice President.
--------------------------
Each Vice President shall have such powers and duties as may be delegated
to him by the Board of Directors. One Vice President shall be designated by the
Board of Directors to perform the duties and exercise the powers of the
President in the event of the President's absence or disability. In the absence
of the Chairman and the President, any Vice President who is a director shall,
in the order prescribed by a resolution of the Board of Directors, preside at
meetings of the stockholders and the Board of Directors.
Section 4. Treasurer.
---------------------
The Treasurer shall have the responsibility for maintaining the financial
records of the Corporation and shall have custody of all monies and securities
of the Corporation. He shall make such disbursements of the funds of the
Corporation as are
-12-
authorized and shall render from time to time an account of all such
transactions and of the financial condition of the Corporation. The Treasurer
shall also perform such other duties as the Board of Directors may from time to
time prescribe.
Section 5. Secretary.
---------------------
The Secretary shall issue all authorized notices for, and shall keep
minutes of, all meetings of the stockholders and the Board of Directors. He
shall have charge of the corporate books and shall perform such other duties as
the Board of Directors may from time to time prescribe.
Section 6. Delegation of Authority.
-----------------------------------
The Board of Directors may from time to time delegate the powers or duties
of any officer to any other officers or agents, notwithstanding any provision
thereof.
Section 7. Removal.
-------------------
Any officer of the Corporation may be removed at any time, with or without
cause, by the Board of Directors.
Section 8. Action with Respect to Securities of Other Corporations.
-------------------------------------------------------------------
Unless otherwise directed by the Board of Directors, the President shall
have power to vote and otherwise act on behalf of the Corporation, in person or
by proxy, at any meeting of stockholders of or with respect to any action of
stockholders of any other corporation in which this Corporation may hold
securities and otherwise to exercise any and all rights and powers which this
Corporation may possess by reason of its ownership of securities in such other
corporation.
-13-
ARTICLE V - STOCK
Section 1. Certificates of Stock.
---------------------------------
Each stockholder shall be entitled to a certificate signed by, or in the
name of the Corporation by, the President or a Vice President, and by the
Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer,
certifying the number of shares owned by him. Any of or all the signatures on
the certificate may be facsimile.
Section 2. Transfers of Stock.
------------------------------
Transfers of stock shall be made only upon the transfer books of the
Corporation kept at an office of the Corporation or by transfer agents
designated to transfer shares of the stock of the Corporation. Except where a
certificate is issued in accordance with Section 4 of Article V of these Bylaws,
an outstanding certificate for the number of shares involved shall be
surrendered for cancellation before a new certificate is issued therefor.
Section 3. Record Date.
-----------------------
The Board of Directors may fix a record date, which shall not be more than
sixty nor less than ten days before the date of any meeting of stockholders, nor
more than sixty days prior to the time for the other action hereinafter
described, as of which there shall be determined the stockholders who are
entitled: to notice of or to vote at any meeting of stockholders or any
adjournment thereof; to express consent to corporate action in writing without a
meeting; to receive payment of any dividend or other distribution or allotment
of any rights; or to exercise any rights with respect
-14-
to any change, conversion or exchange of stock or with respect to any other
lawful action.
Section 4. Lost, Stolen or Destroyed Certificates.
--------------------------------------------------
In the event of the loss, theft or destruction of any certificate of
stock, another may be issued in its place pursuant to such regulations as the
Board of Directors may establish concerning proof of such loss, theft or
destruction and concerning the giving of a satisfactory bond or bonds of
indemnity.
Section 5. Regulations.
-----------------------
The issue, transfer, conversion and registration of certificates of stock
shall be governed by such other regulations as the Board of Directors may
establish.
ARTICLE VI - NOTICES
Section 1. Notices.
-------------------
Except as otherwise specifically provided herein or required by law, all
notices required to be given to any stockholder, director officer, employee or
agent, shall be in writing and may in every instance be effectively given by
hand delivery to the recipient thereof, by depositing such notice in the United
States mail or with a nationally recognized courier, postage prepaid, or by
sending such notice by telecopy. Any such notice shall be addressed to such
stockholder, director, officer, employee, or agent at his or her last known
address as the same appears on the books of the Corporation. The time when such
notice is received, if hand delivered, or dispatched, if delivered through
-15-
the mails, by overnight courier or by telecopy, shall be the time of the giving
of the notice.
Section 2. Waivers.
-------------------
A written waiver of any notice, signed by a stockholder, director,
officer, employee or agent, whether before of after the time of the event for
which notice is to be given, shall be deemed equivalent to the notice required
to be given to such stockholder, director, officer, employee or agent. Neither
the business nor the purpose of any meeting need be specified in such a waiver.
ARTICLE VII - MISCELLANEOUS
Section 1. Facsimile Signatures.
--------------------------------
In addition to the provisions for use of facsimile signatures elsewhere
specifically authorized in these Bylaws, facsimile signatures of any officer or
officers of the Corporation may be used whenever and as authorized by the Board
of Directors or a committee thereof.
Section 2. Corporate Seal.
--------------------------
The Board of Directors may provide a suitable seal, containing the name of
the Corporation, which seal shall be in the charge of the Secretary. If and when
so directed by the Board of Directors or a committee thereof, duplicates of the
seal may be kept and used by the Treasurer or by an Assistant Secretary or
Assistant Treasurer.
Section 3. Reliance upon Books, Reports and Records.
----------------------------------------------------
Each director, each member of any committee designated by the Board of
Directors, and each officer of the Corporation shall,
-16-
in the performance of his duties, be fully protected in relying in good
faith upon the books of account or other records of the Corporation, including
reports made to the Corporation by any of its officers by an independent
certified public accountant, or by an appraiser selected with reasonable care.
Section 4. Fiscal Year.
-----------------------
The fiscal year of the Corporation shall be as fixed by the Board of
Directors.
Section 5. Time Periods.
------------------------
In applying any provision of these Bylaws which require that an act be
done or not done a specified number of days prior to an event or that an act be
done during a period of a specified number of days prior to an event, calendar
days shall be used, the day of the doing of the act shall be excluded, and the
day of the event shall be included.
ARTICLE VIII - AMENDMENTS
Section 1. Amendments.
----------------------
These Bylaws may be amended, suspended or repealed in a manner consistent
with law at any regular or special meeting of the Board of Directors by vote of
a majority of the entire board or at any stockholders meeting called and
maintained in accordance with Article I of these Bylaws. Such amendment,
suspension or repeal may be evidenced by resolution or other wise as the Board
may deem appropriate.
-17-
The undersigned, Secretary of the Corporation, does hereby certify that
the foregoing is a true copy of the Bylaws of the Corporation, and that the same
are in full force and effect as of the 10th day of April, 1996.
Dated:_______________ /s/ Faye A. Florence
------------------------------
Faye A. Florence, Secretary
-18-